Exhibit 15.A
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL PRIME FUND: CLASS A SHARES
-------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Prime Fund (the "Fund"), a series of the MassMutual
Institutional Funds, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act") and the related agreement between the Trust and Xxxxxxxxxxx
Funds Distributor, Inc., the principal underwriter of the Trust's shares (the
"Distributor.") During the effective term of this Plan, the Trust may make
payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
1
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
PRIME FUND
BY: BY:
-------------------------------- -------------------------------
2
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL SHORT-TERM BOND FUND: CLASS A SHARES
-----------------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Short-Term Bond Fund (the "Fund"), a series of the
MassMutual Institutional Funds, a Massachusetts business trust (the "Trust"),
adopted pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act") and the related agreement between the Trust and
Xxxxxxxxxxx Funds Distributor, Inc., the principal underwriter of the Trust's
shares (the "Distributor.") During the effective term of this Plan, the Trust
may make payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
3
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
SHORT-TERM BOND FUND
BY: BY:
-------------------------------- -------------------------------
4
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL CORE BOND FUND: CLASS A SHARES
-----------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Core-Bond Fund (the "Fund"), a series of the MassMutual
Institutional Funds, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act") and the related agreement between the Trust and Xxxxxxxxxxx
Funds Distributor, Inc., the principal underwriter of the Trust's shares (the
"Distributor.") During the effective term of this Plan, the Trust may make
payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
5
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
CORE BOND FUND
BY: BY:
-------------------------------- -------------------------------
6
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL BALANCED FUND: CLASS A SHARES
----------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Balanced Fund (the "Fund"), a series of the MassMutual
Institutional Funds, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act") and the related agreement between the Trust and Xxxxxxxxxxx
Funds Distributor, Inc., the principal underwriter of the Trust's shares (the
"Distributor.") During the effective term of this Plan, the Trust may make
payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
7
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
BALANCED FUND
BY: BY:
-------------------------------- -------------------------------
8
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL VALUE EQUITY FUND: CLASS A SHARES
--------------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Value Equity Fund (the "Fund"), a series of the
MassMutual Institutional Funds, a Massachusetts business trust (the "Trust"),
adopted pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act") and the related agreement between the Trust and
Xxxxxxxxxxx Funds Distributor, Inc., the principal underwriter of the Trust's
shares (the "Distributor.") During the effective term of this Plan, the Trust
may make payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
9
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
VALUE EQUITY FUND
BY: BY:
-------------------------------- -------------------------------
10
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL SMALL CAP VALUE EQUITY FUND: CLASS A SHARES
------------------------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual Small Cap Value Equity Fund (the "Fund"), a series of
the MassMutual Institutional Funds, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") and the related agreement between the Trust and
Xxxxxxxxxxx Funds Distributor, Inc., the principal underwriter of the Trust's
shares (the "Distributor.") During the effective term of this Plan, the Trust
may make payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
11
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
SMALL CAP VALUE EQUITY FUND
BY: BY:
-------------------------------- -------------------------------
12
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL INTERNATIONAL EQUITY FUND: CLASS A SHARES
----------------------------------------------------
SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual International Equity Fund (the "Fund"), a series of the
MassMutual Institutional Funds, a Massachusetts business trust (the "Trust"),
adopted pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act") and the related agreement between the Trust and
Xxxxxxxxxxx Funds Distributor, Inc., the principal underwriter of the Trust's
shares (the "Distributor.") During the effective term of this Plan, the Trust
may make payments to Massachusetts Mutual Life Insurance Company, the Fund's
Administrator ("MassMutual"), upon the terms and conditions hereinafter set
forth:
SECTION 1. The Trust will pay service fees to MassMutual for services provided
and expenses incurred by it for purposes of maintaining or providing personal
services to Class A shareholders (the "Servicing Fee"). The amount of such
payments and the purposes for which they are made shall be determined by the
Qualified Trustees (as defined below). The Servicing Fee may be spent by
MassMutual on account of personal services rendered to Class A shareholders of
the Fund and/or maintenance of Class A shareholder accounts. MassMutual's
Servicing Fee expenditures may include, but shall not be limited to,
compensation to, and expenses (including telephone and overhead expenses) of
financial consultants or other employees of MassMutual, the Fund's Distributor
or Sub-Distributor, pension consultants or participating or introducing brokers
and other financial intermediaries who assist investors in completing
application forms and selecting dividend and other account options; who aid in
the process of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who prepare, print and deliver prospectuses and shareholder reports to
prospective Class A shareholders; who oversee compliance with federal and state
laws pertaining to the sale of Class A shares; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who furnish
shareholder sub-accounting; who provide and maintain pre-authorized investment
plans for Class A shareholders; who respond to inquiries from Class A
shareholders relating to such services; and/or who provide such similar services
as permitted under applicable statutes, rules or regulations.
Payments under this Section 1 of the Plan shall not exceed in any fiscal year
the annual rate of .25% of the Fund's average daily net assets attributable to
Class A shares. A majority of the Qualified Trustees may, at any time and from
time to time, reduce the amount of such payments, or may suspend the operation
of the Plan for such period or periods of time as they may determine.
SECTION 2. To the extent that any payments made by the Fund to MassMutual,
including payment of management and administrative fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares issued by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
SECTION 3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the Act or
the rules and regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on this Plan or such agreement.
13
SECTION 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3.
SECTION 5. MassMutual shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees, or by vote of a majority of the outstanding Class A shares
of the Fund.
SECTION 7. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding Class A shares of the Fund, on not
more than 60 days' written notice to any other party to the agreement;
and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
permitted pursuant to Sections 1 hereof without the approval of a majority of
the outstanding Class A shares of the Fund, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 3.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "interested person" and "vote of
a majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission.
SECTION 10. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property attributable to the Class A shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS ON BEHALF OF MASSMUTUAL INSURANCE COMPANY
INTERNATIONAL EQUITY FUND
BY: BY:
-------------------------------- -------------------------------
14
