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
Exhibit 15.B
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL PRIME FUND: CLASS Y SHARES
-------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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 ("MassMutual")
upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' written notice to any other party to
1
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
PRIME FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
2
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL SHORT-TERM BOND FUND: CLASS Y SHARES
-----------------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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
("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' written notice to any other party to
3
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
SHORT-TERM BOND FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
4
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL CORE BOND FUND: CLASS Y SHARES
-----------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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
("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' written notice to any other party to
5
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
CORE BOND FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
6
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL BALANCED FUND: CLASS Y SHARES
----------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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
("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' wri tten notice to any other party to
7
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
BALANCED FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
8
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL VALUE EQUITY FUND: CLASS Y SHARES
--------------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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
("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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
o the outstanding Class Y shares of the Fund, on not more than 60 days' written
notice to any other party to
9
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
VALUE EQUITY FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
10
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL SMALL CAP VALUE EQUITY FUND: CLASS Y SHARES
------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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 ("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' written notice to any other party to
11
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
SMALL CAP VALUE EQUITY FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
12
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
MASSMUTUAL INTERNATIONAL EQUITY FUND: CLASS Y SHARES
----------------------------------------------------
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution and Service
Plan of the Class Y 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 ("MassMutual") upon the terms and conditions hereinafter set forth:
SECTION 1. To the extent that any payments made by the Fund to Massachusetts
Mutual Life Insurance Company, 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 the Plan.
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 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 Y 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 Y shares of the Fund, on not
more than 60 days' written notice to any other party to
13
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 of
distribution expenses permitted pursuant to Sections 1 hereof without the
approval of a majority of the outstanding Class Y 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 Y shares of the Fund.
Executed as of this 26th day of November, 1997.
MASSMUTUAL INSTITUTIONAL
FUNDS, ON BEHALF OF MASSMUTUAL
INTERNATIONAL EQUITY FUND
BY: _____________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: _____________________________
14
EXHIBIT 18
FORM OF
-------
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
AMENDED AND RESTATED
--------------------
RULE 18F-3 PLAN
---------------
Adopted August 4, 1997
Introduction
MassMutual Institutional Funds (the "Trust") is a Massachusetts business trust
registered under the Investment Company Act of 1940 (the "1940 Act") as a
diversified, open-end management investment company. Massachusetts Mutual Life
Insurance Company (the "Adviser") is a mutual life insurance company organized
under Massachusetts law. OppenheimerFunds Distributor, Inc. (the "Distributor")
is a registered broker-dealer which serves as principal underwriter to the
Trust. The Trust consists of seven separate series and expects to add up to six
(6) additional series (the "Funds"), each of which has and will have separate
investment objectives. Prior to the adoption of this Amended and Restated Rule
18f-3 Plan, each Fund had four (4) classes of shares - Class 1, Class 2, Class 3
and Class 4. With the adoption of this Amended and Restated Rule 18f-3 Plan,
each Fund will have three (3) classes of shares - Class A, Class Y and Class 4
(redesignated and referred to now as Class S).
This plan is prepared, and is being adopted by the Board of Trustees, pursuant
to the requirements of Rule 18f-3 (the "Rule 18f-3 Plan").
Description of Classes
Class A. Class A shares are marketed primarily to defined contribution plans and
defined benefit plans that qualify under section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), individual retirement accounts described
in Code section 408, and tax-sheltered annuity custodial accounts described in
Code section 403(b)(7). Class A shares may also be marketed to other
institutional investors such as deferred compensation plans described in Code
section 457, voluntary employees' beneficiary associations described in Code
section 501(c)(9), other non-qualified deferred compensation plans or other
institutional or sophisticated investors. Class A shares may also be offered to
present or former officers, directors, trustees and employees (and their
spouses, parents, children and siblings) of the Trust, the Adviser and its
affiliates and retirement plans established by them for their employees. Class A
shares may be offered with a front-end sales charge, as described from time to
time, in the Porspectus and/or Statement of Additional Information included in
the Trust's Registration Statement, as amended from time to time, provided that
such front-end sales charge shall not exceed 5.75%. In cases where front-end
sales charges are not imposed and Class A shares are offered at net asset value,
there may be contingent deferred sales charges applied for redemptions occurring
in the 12 month period occurring after the first purchase.
Class Y. Class Y shares are marketed primarily to non-qualified deferred
compensation plans whereby the employer sponsor enters into an administrative
services agreement with the Adviser, or an affiliate of the Adviser, with
respect to administration of the plan. Class Y shares may also be marketed to
defined contribution plans and defined benefit plans under Code section 401(a)
and tax-sheltered annuity plans under Code Section 403(b), in each case with
plan assets in excess of a determined amount and which enter into an
administrative services or other agreement with the Adviser, or an affiliate of
the Adviser. Class Y shares may also be marketed to other institutional
investors, including other registered investment Companies (or any series
thereof) advised by the Adviser or an affiliate of the Adviser. Class Y shares
will be offered at net asset value without a front-end or contingent deferred
sales charge.
Page 1
Class S. Class S shares are available only to the separate accounts of the
Adviser and life insurance company affiliates of the Adviser ("Separate
Accounts"). Interests in the Separate Accounts are offered only to defined
contribution plans and defined benefit plans under Code section 401(a) and
certain other plans in accordance with the Federal securities laws and the rules
and regulations thereunder. Class S shares are offered at net asset value
without a front-end or contingent deferred sales charge. Class S shares were
formerly known as Class 4 shares.
Servicing Arrangements
Class A. It is anticipated that Class A shares will primarily be marketed both
through independent and affiliated broker/dealers with the assistance of
independent intermediaries, but Class A shares also may be sold directly by
employees of the Adviser. In addition, there may also be "direct" sales of Class
A shares by employees of the Adviser in the case of Class A shares which are
sold to participants of qualified plans who roll their plan distributions into
individual retirement accounts. In either case, such employees of the Adviser
shall be registered representatives of a broker-dealer affiliate of the Adviser.
Class Y. It is anticipated that Class Y shares will be marketed primarily
through "direct" sales efforts of employees of the Adviser, but that there will
also be sales by field representatives of the Adviser. In either case, employees
of the Adviser shall be registered representatives of a broker-dealer affiliate
of the Adviser. Class Y shares may also be marketed through independent and
affiliated broker/dealers with the assistance of independent intermediaries.
Class S. Class S shares may be sold only to Separate Accounts. It is anticipated
that there will not be any "direct" sales of Class S shares by employees of the
Adviser and sales of Separate Accounts need not be made by registered
representatives.
Servicing Arrangements -- Fees
In General. Each Fund has adopted or will adopt with respect to Class A shares a
Service Plan and Agreement pursuant to Rule 12b-1 under the 1940 Act (a "Service
Plan") which will provide for payment of service fees to the Adviser (the
"Service Fee") for the rendering of personal services to Class A shareholders
and/or maintenance of Class A shareholder accounts. The Adviser will not use the
Service Fee charged to Class A within a Fund to support the distribution,
marketing or shareholder services of any other class within the Fund. A
defensive Rule 12b-1 Plan has been adopted for Class A and Class Y.
Class A. The Class A Service Plan provides that the Service Fee will be paid to
the Adviser at an annual rate not to exceed .25% of the average daily net asset
value of the Class A shares.
Page 2
Class Y. Class Y shares are not subject to any service fees, although the Class
does have a defensive 12b-1 Plan. Any expenses related to sales and distribution
would be borne by the Adviser and not by the Trust.
Class S. Class S shares are not subject to Rule 12b-1 fees because there are not
expected to be any distribution or service expenses attributable to Class S due
to the nature of the investors eligible to purchase Class S shares.
Administrative Arrangements
The Adviser has entered into a separate Administrative and Shareholder Services
Agreement for each Fund pursuant to which the Adviser is compensated for
administrative and shareholder services rendered and expenses incurred by it in
the rendering of such services and for the cost of bearing some Class expenses,
such as Federal and state registration fees, printing and postage. Each
Agreement anticipates that the Adviser will provide extensive services to Class
A, modest services to Class Y and limited services to Class S. The Trust, on
behalf of each Fund, pays the Adviser a monthly fee for the services performed
at an annual rate of the average daily net assets of the applicable class of
shares of the Fund within the range specified below. The administrative services
fee is an Identifiable Class Expense.
Also, as described above in the section entitled Distribution Arrangement --
Fees, Class A shares will bear a service fee which is used to compensate the
Adviser for rendering personal services to shareholders and for expenses
incurred by it in the rendering of such services.
Administrative Arrangements -- Fees
Each Class of each Fund shall bear an administrative fee as set forth in each
Fund's Administrative and Shareholder Services Agreement. Such fees will vary
from Class to Class and may vary from Fund to Fund. Set forth below is the range
of administrative fees paid by each Class of the existing seven funds (the
MassMutual Prime Fund, MassMutual Short-Term Bond Fund, MassMutual Balanced
Fund, MassMutual Value Equity Fund, MassMutual Small Cap Value Equity Fund and
MassMutual International Equity Fund).
Class A. Class A shares will bear an annual administrative service fee not to
exceed a range of between .56% and .59%.
Class Y. Class Y shares will bear an annual administrative service fee not to
exceed a range of between .31% and .44%.
Class S. Class S shares will bear an annual administrative service fee not to
exceed a range of between .08% and .10%.
Voting and Other Rights and Obligations
Each share of the Trust, regardless of class, will have identical voting,
dividend, liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions, except that:
(a) each class will have a different class designation;
(b) each class offered in connection with a Rule 12b-1 Plan will bear the
expense of the payments that would be made pursuant to such Rule 12b-1
Plan;
(c) each class will also bear certain other expenses that are directly
attributable only to the class (the "Identifiable Class Expenses" as
described in more detail under "Allocation of Fund Expenses
Identifiable Class Expenses); and
Page 3
(d) only the holders of the shares of the appropriate class involved
will be entitled to vote on matters pertaining to a Rule 12b-1 Plan
relating to such class (e.g., the adoption, amendment or termination of
a Rule 12b-1 Plan) in accordance with the requirements and procedures
set forth in Rule 12b-1;
(e) each class will have separate voting rights on any matter submitted
to shareholders in which the interest of one class differs from the
interest of any other class; and
(f) each class will have different exchange privileges described
below.
Dividends paid by a Fund with respect to each class of shares, to the extent any
dividends are paid, will be calculated in the same manner, at the same time, on
the same day and will be in the same amount, except that fee payments made under
the Rule 12b-1 Plans relating to a particular class of shares will be borne
exclusively by such class and except that any Identifiable Class Expenses may be
borne by the applicable class of shares.
Allocation of Fund Expenses
Unattributed Expenses. All expenses of the Trust that cannot be attributed
directly to any one Fund will be allocated to each Fund based on the relative
net assets of such Fund. All expenses of a Fund that can not be allocated to any
one particular Class will be allocated to each Class based on the relative net
asset of such Class. An independent expert previously reviewed the methodology
and procedures for the proper allocation of expenses among Class 1, Class 2,
Class 3 and Class 4 shares and the expert rendered a report that demonstrated
that such methodology and procedures were adequate to ensure that such
allocations will be made in an appropriate manner, subject to the conditions and
limitations in the report (a copy of which is attached). The methodology and
procedures for the proper allocation of expenses among Class A, Class Y and
Class S shares will be the same as those reviewed by the independent expert for
the Class 1, Class 2, Class 3 and Class 4 shares.
Identifiable Class Expenses. Identifiable Class Expenses will be allocated to a
particular class of a Fund and are limited to:
(a) transfer agency fees attributable to a specific class of shares;
(b) printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxies to
current shareholders of a specific class;
(c) Blue Sky registration fees incurred by a class of shares;
(d) SEC registration fees incurred by a class of shares;
(e) shareholder and administrative service fees payable under each Fund's
respective administrative service agreement; and
(f) any other incremental expenses subsequently identified that should be
properly allocated to one class which shall be approved by the Board
and is consistent with Rule 18f-3 and any SEC interpretations thereof.
Page 4
Waivers and Reimbursements of Expenses
The Adviser may choose to reimburse or waive the Identifiable Class Expenses of
certain classes on a voluntary, temporary basis. The amount of such expenses
waived or reimbursed by the Adviser may vary from class to class. In addition,
the Adviser may waive or reimburse expenses attributable to the Trust generally
and/or expenses attributable to a Fund (with or without a waiver or
reimbursement of Identifiable Class Expenses) but only if the same proportionate
amount of such expenses are waived or reimbursed for each class. Thus, any
expenses attributable to the Trust generally that are waived or reimbursed would
be credited to each class of a Fund based on the relative net assets of the
classes. Similarly, any expenses attributable to a Fund that are waived or
reimbursed would be credited to each class of that Fund according to the
relative net assets of the classes. The Adviser's flexibilty to waive expenses
may be subject to tax considerations.
No Conversion Provision
In General. Class A, Class Y and Class S shares of the Funds do not have a
conversion feature.
Exchange Provision
Class A. Shareholders of Class A shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class A shares of other Funds
that offer Class A shares. Shareholders of Class A shares continue to be subject
to the Rule 12b-1 Plan fee applicable to Class A shares after the exchange.
Class Y. Shareholders of Class Y shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class Y shares of other Funds
that offer Class Y shares.
Class S. Shareholders of Class S shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class S shares of other Funds
that offer Class S shares.
Effective Date
This Amended and Restated Rule 18f-3 Plan shall become effective upon the first
issuance of Class A and Class Y shares.
Approved: Date:
---------------------------------- ---------------------
Title: Vice President and Secretary
Page 5
