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
