Amendment dated February 11, 2002 to Administrative and Shareholder Services Agreements
Exhibit G(3)
Amendment
dated February 11, 2002 to
Administrative and Shareholder Services Agreements
WHEREAS, MassMutual Institutional Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).
WHEREAS, the Trust, on behalf of each Fund, and the Manager wish to amend the Agreements as follows:
Pursuant to Article V, Section C, the following hereby replaces Article II: Expenses in its entirety:
ARTICLE II: EXPENSES
A. Expenses. The Manager shall assume all expenses of the Trust and the Funds, including the Manager’s reasonable out-of-pocket disbursements; provided, however, that each Fund or the Trust shall pay:
| 1. | Taxes and corporate fees payable to governmental agencies; |
| 2. | Brokerage commissions (which may be higher than other brokers would charge if paid to a broker which provides brokerage and research services to the Manager for use in providing investment advice and management to a Fund and other accounts over which the Manager exercises investment discretion) and other capital items payable in connection with the purchase or sale of a Fund’s investments (The words “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the Rules and Regulations thereunder.); |
| 3. | Interest on account of any borrowing by a Fund; |
| 4. | Fees and expenses of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) of the Manager or of the Trust; |
| 5. | Fees payable to the Trust’s certified independent public accountants; |
| 6. | Fees paid to the Trust’s independent legal counsel; |
| 7. | Fees paid to the Funds’ custodian; |
| 8. | Fees paid to the Funds’ Investment Manager; |
| 9. | Payments due pursuant to any 12b-1 Plan adopted by the Trust and applicable to a Fund; and |
| 10. | Fees and expenses related to (i) the production and printing of periodic reports including, but not limited to, annual and semi-annual reports and (ii) the production and printing of prospectuses that are sent to existing, and not prospective, shareholders. |
| 11. | Fees paid to independent third parties for materials to be used in connection with the Trustees’ annual approval of investment management and investment sub-advisory agreements for the Funds, as well as materials to be used for the ongoing monitoring of the sub-advisers, including, but not limited to, comparative analysis peer group rankings, investment analytical reports, and manager search and review databases. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
| on behalf of each of its series | ||
| By: |
/s/Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx | ||
| CFO and Treasurer | ||
| MASSACHUSETTS MUTUAL LIFE | ||
| INSURANCE COMPANY | ||
| By: |
/s/Xxxxxx X. Xxxxx | |
| Xxxxxx X. Xxxxx | ||
| Vice President | ||
Appendix A
MassMutual Prime Fund
MassMutual Short-Duration Bond Fund
MassMutual Core Bond Fund
MassMutual Diversified Bond Fund
MassMutual Balanced Fund
MassMutual Core Value Equity Fund
MassMutual Fundamental Value Fund
MassMutual Value Equity Fund
MassMutual Large Cap Value Fund
MassMutual Indexed Equity Fund
MassMutual Blue Chip Growth Fund
MassMutual Large Cap Growth Fund
MassMutual Growth Equity Fund
MassMutual Aggressive Growth Fund
MassMutual OTC 100 Fund
MassMutual Focused Value Fund
MassMutual Small Company Value Fund
MassMutual Small Cap Value Equity Fund
MassMutual Mid Cap Growth Equity Fund
MassMutual Mid Cap Growth Equity II Fund
MassMutual Small Cap Growth Equity Fund
MassMutual Small Company Growth Fund
MassMutual Emerging Growth Fund
MassMutual International Equity Fund
MassMutual Overseas Fund
