EXHIBIT M(2)
MASSMUTUAL INSTITUTIONAL FUNDS
Form of Amended and Restated Distribution and Service Plan and Agreement
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class A shares of the [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 MML
Distributors, LLC, the principal underwriter of the Trust's shares (the
"Distributor"). During the effective term of this Plan, the Trust may make
payments to the Distributor or 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 (a) distribution fees to the Distributor for
services provided and expenses incurred by it in connection with the
distribution of Class A shares of the Fund (the "Distribution Fee"), and (b)
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 Distribution Fee may be spent by the Distributor on any activities or
expenses primarily intended to result in the sale of Class A shares of the Fund,
including, but not limited to, compensation to, and expenses (included overhead
and telephone expenses) of, financial consultants or other employees of the
Distributor or of participating or introducing brokers who engage in the
distribution of Class A shares, preparing, printing and delivering prospectuses
and reports for other than existing Class A shareholders, providing facilities
to answer questions from other than existing Class A shareholders, advertising
and preparation, printing and distribution of sales literature, receiving and
answering correspondence, including requests for prospectuses and statements of
additional information, and complying with Federal and state securities laws
pertaining to the sale of Class A shares. 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
agents or 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 account forms and selecting
dividend and other account options; who aid in the processing of 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 Class A shareholders; who oversee
compliance with federal and state laws pertaining to the sale of Class A shares;
who issue account statements to Class A shareholders; who forward communications
from the Fund to Class A shareholders; who render advice regarding the
particular shareholder account options 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.
The aggregate payments under this Section 1 of the Plan of Servicing Fees and
Distribution Fees 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. The respective Servicing Fees
and Distribution Fees shall be accrued daily and paid to MassMutual or the
Distributor, as the case may be, as soon as practicable after the end of the
calendar month in which they accrue.
Section 2. 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
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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.
Section 3. 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 2.
Section 4. 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 5. 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 6. 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 7. This Plan may not be amended to increase materially the amount
permitted pursuant to Section 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 2.
Section 8. 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 9. 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.
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Effective as of the 3rd day of May, 1999.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS on behalf of MASSMUTUAL INSURANCE COMPANY
_____________ FUND
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx
------------------- ----------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxx
Title: President Title: Second Vice President
MML DISTRIBUTORS, LLC
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: President
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