Exhibit 15(b)
MASSMUTUAL INSTITUTIONAL FUNDS
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MASSMUTUAL INDEXED EQUITY FUND: CLASS Y SHARES
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Form of 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 Indexed 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 OppenheimerFunds Distributor, Inc., the principal underwriter of the
Trust's shares. 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 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 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 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 6th day of February, 1998.
MASSMUTUAL INSTITUTIONAL
FUNDS, on behalf of MASSMUTUAL
INDEXED EQUITY FUND
BY:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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