THIRD PARTY FEEDER FUND
AGREEMENT
AMONG
MASSMUTUAL INSTITUTIONAL FUNDS
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
AND
MASTER INVESTMENT PORTFOLIO
DATED AS OF
FEBRUARY 27, 1998
TABLE OF CONTENTS
ARTICLE I. REPRESENTATIONS AND WARRANTIES................... 1
1.1 Trust............................................ 1
1.2 MIP.............................................. 2
1.3 MassMutual....................................... 3
ARTICLE II. COVENANTS........................................ 4
2.1 Trust............................................ 4
2.2 MIP.............................................. 5
2.3 Reasonable Actions............................... 7
ARTICLE III. INDEMNIFICATION.................................. 7
3.1 Trust and MassMutual............................. 7
3.2 MIP.............................................. 9
ARTICLE IV. ADDITIONAL AGREEMENTS............................ 11
4.1 Access to Information............................ 11
4.2 Confidentiality.................................. 11
4.3 Obligations of Trust and MIP..................... 11
ARTICLE V. TERMINATION, AMENDMENT........................... 11
5.1 Termination...................................... 11
5.2 Amendment........................................ 12
ARTICLE VI. GENERAL PROVISIONS............................... 12
6.1 Expenses......................................... 12
6.2 Headings......................................... 12
6.3 Entire Agreement................................. 12
6.4 Successors....................................... 12
6.5 Governing Law.................................... 12
6.6 Counterparts..................................... 12
6.7 Third Parties.................................... 12
6.8 Notices.......................................... 12
6.9 Interpretation................................... 13
6.10 Operation of Fund................................ 13
6.11 Relationship of Parties; No Joint Venture, Etc... 13
6.12 Use of Name...................................... 13
Signatures
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AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the 27th
day of February, 1998, by and among MassMutual Institutional Funds, a
Massachusetts business trust ("Trust"), for itself and on behalf of its series,
the MassMutual Indexed Equity Fund ("Fund"), Massachusetts Mutual Life Insurance
Company ("MassMutual"), a Massachusetts corporation, and Master Investment
Portfolio ("MIP"), a Delaware business trust, for itself and on behalf of its
series, the S&P 500 Index Master Portfolio ("Portfolio").
WITNESSETH
WHEREAS, Trust and MIP are each open-end management investment companies;
WHEREAS, Fund and Portfolio have the same investment objective and
substantially the same investment policies;
WHEREAS, Fund desires to invest on an ongoing basis all of its investable
assets (the "Assets") in Portfolio (the "Investments") on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises made
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
1.1 Trust. Trust represents and warrants to MIP that:
(a) Organization. Trust is a voluntary association with transferable
shares organized and existing under and by virtue of the laws of The
Commonwealth of Massachusetts and Fund is a duly and validly designated
series of Trust. Each of Trust and Fund has the requisite power and
authority to own its property and conduct its business as proposed to be
conducted pursuant to this Agreement.
(b) Authorization of Agreement. The execution and delivery of this
Agreement by Trust on behalf of Fund and the conduct of business
contemplated hereby, including the implementation of the Investments, have
been duly authorized by all necessary action on the part of Trust's Board
of Trustees and no other action or proceeding is necessary for the
execution and delivery of this Agreement by Fund, or the performance by
Fund of its obligations hereunder. This Agreement when executed and
delivered by Trust on behalf of Fund shall constitute a legal, valid and
binding obligation
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