0001193125-04-168805 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Diversified Value Fund
Investment Sub-Advisory Agreement • October 8th, 2004 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Alliance Capital Management L.P. (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Diversified Value Fund (the “Fund”), a series of MassMutual Institutional Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 11th day of October, 2004.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 8th, 2004 • Massmutual Institutional Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Institutional Funds, a Massachusetts business trust (the “Trust”), effective this 11th day of October, 2004.

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