Exhibit M(2)
CLASS A RULE 12b-1 PLAN
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
and
MASSMUTUAL INSTITUTIONAL FUNDS
(as to the Growth Equity, Mid Cap Growth Equity, Small Cap Growth Equity and
Diversified Bond Fund)
MASSMUTUAL INSTITUTIONAL FUNDS
MASSMUTUAL GROWTH EQUITY, MID CAP GROWTH EQUITY,
SMALL CAP GROWTH EQUITY AND DIVERSIFIED BOND FUND
Service Plan and Agreement
This Plan and Agreement (the "Plan") constitutes the Service Plan of the Class A
shares of the MassMutual [Growth Equity, Mid Cap Growth Equity, Small Cap Growth
Equity and Diversified 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 MML
Distributors, LLC, 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
agents or 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 account forms and selecting
dividend and other account options; who aid in the processing of 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 Class A shareholders; who oversee
compliance with federal and state laws pertaining to the sale of Class A shares;
who issue account statements to Class A shareholders; who forward communications
from the Fund to Class A shareholders; who render advice regarding the
particular shareholder account options 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.
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 Section 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.
Effective as of the 3rd day of May, 1999.
MASSMUTUAL INSTITUTIONAL MASSACHUSETTS MUTUAL LIFE
FUNDS on behalf of the INSURANCE COMPANY
MassMutual Growth Equity,
Mid Cap Growth Equity,
Small Cap Growth Equity and
Diversified Bond Fund
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: President Title: Executive Vice President
