Exhibit H
FORM OF
CLASS L SHAREHOLDER SERVICE AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
and
MASSMUTUAL INSTITUTIONAL FUNDS
CLASS L SHAREHOLDER SERVICE AGREEMENT
This CLASS L SHAREHOLDER SERVICE AGREEMENT is being entered into as of the
3rd day of May, 1999 between MassMutual Institutional Funds (the "Trust"), in
respect of the classes of shares of its Funds set forth on Schedule A hereto,
and Massachusetts Mutual Life Insurance Company (the "Service Agent"). In
consideration of the mutual covenants hereinafter contained, it is hereby agreed
by and between the parties hereto as follows:
1. Pursuant to the terms of this Agreement, the Service Agent, itself, or
through other financial institutions or other intermediaries, will provide
shareholder support services (including personal services and the maintenance of
shareholder accounts) to the Trust and the holders of the classes of shares of
its Funds set forth on Schedule A hereto. These services shall include, but are
not limited to, the following functions: providing office space, equipment,
telephone facilities and various personnel, including clerical, supervisory and
computer personnel, as necessary or beneficial to establish and maintain
shareholder accounts and records; assisting in providing investment advice or
recommendations regarding Fund shares; providing information periodically to
shareholders showing their positions in a Fund's shares; delivery of current
Trust prospectuses, reports, notices, proxies, and proxy statements and other
informational materials; processing purchase and redemption transactions;
processing dividend payments; providing support services, including providing
information about the Trust and its Funds and answering routine shareholder
inquiries regarding the Trust and its Funds; assisting shareholders in changing
dividend options, account designations, and addresses; training personnel to
provide such services; and providing such other shareholder services as the
Trust reasonably requests.
2. To compensate the Service Agent for the services it provides and the
expenses it bears hereunder, the Trust will, on behalf of each Fund listed on
Schedule A, pay the Service Agent a service fee (the "Service Fee") accrued
daily and paid promptly (but in any event within three business days) after the
last day of each calendar month, at the applicable annual rate set forth on
Schedule A of the average daily net assets of the class or classes of shares of
such Funds listed on such Schedule A (determined as provided from time to time
in the prospectus of the Trust or as otherwise specified from time to time by
the Board of Trustees). The Service Fee paid under this Agreement is intended to
qualify as a "service fee" as defined in Section 2830 of the Conduct Rules of
the National Association of Securities Dealers, Inc. (or any successor
provision) as in effect from time to time. The Service Agent may retain such
other financial institutions or other intermediaries as it deems necessary to
aid it in the provision of the shareholder support services required to be
provided hereunder, and in connection with any such retention may compensate
such financial institutions or other intermediaries as it deems appropriate. In
no event, however, will the Trust have any liability for payment of the Service
Fee to any person other than the Service Agent.
If this Agreement is terminated as of any date not the last day of a
calendar month, then the fee payable to the Service Agent shall be paid promptly
(but in any event within three business days) after such date of termination.
3. This Agreement shall continue in effect for one year from the date of
its execution, and thereafter for successive periods of one year if this
Agreement is approved at least annually by the Trustees, including a majority of
the Trustees who are not interested persons of the Trust and have no direct or
indirect financial interest in the operation of this Agreement (the
"Disinterested Trustees").
4. Notwithstanding paragraph 3, this Agreement may be terminated at any
time, without the payment of any penalty, by the Service Agent, on the one hand,
or by the vote of a majority of the Disinterested Trustees, on the other, on not
more than thirty (60) days written notice.
5. Any agreement entered into pursuant to this Agreement shall be in
writing and shall be subject to termination as provided in Section 4.
6. This Agreement may be amended at any time (including for the purpose of
making modifications to Schedule A hereto) by a written instrument executed by
the Service Agent and the Trust.
7. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
8. 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 or
holders of beneficial interest in the Trust individually but are binding only
upon the assets and property attributable to the respective classes of shares of
the respective Funds indicated on Schedule A.
Witness the due execution hereof this 3rd day of May, 1999.
MASSMUTUAL INSTITUTIONAL FUNDS
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------
Title: President
--------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
--------------------------------
SCHEDULE A
Class L Shares of the following Funds: Annual Rate
-------------------------------------- -----------
MassMutual Prime Fund 0.15%
MassMutual Short-Term Bond Fund 0.15%
MassMutual Core Bond Fund 0.15%
MassMutual Balanced Fund 0.15%
MassMutual Core Equity Fund 0.15%
MassMutual Small Cap Value Equity Fund 0.15%
MassMutual International Equity Fund 0.15%
MassMutual Indexed Equity Fund 0.15%
MassMutual Diversified Bond Fund 0.15%
MassMutual Growth Fund 0.15%
MassMutual Mid Cap Growth Equity Fund 0.15%
MassMutual Small Cap Growth Equity Fund 0.15%
