Exhibit 2
BYLAWS
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OF
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MASSMUTUAL INSTITUTIONAL FUNDS
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Section 1. Agreement and Declaration of
Trust and Principal Office
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1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the
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Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of MassMutual Institutional Funds, a Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust shall be
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located in Springfield, Massachusetts.
Section 2. Shareholders
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2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or of any
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one or more series or classes of shares may be called at any time by the
Trustees, by the chairman, the president or, if the Trustees, the chairman and
the president shall fail to call any meeting of shareholders for a period of 30
days after written application of one or more shareholders who hold shares
representing at least ten percent of all of the votes represented by all
outstanding shares of the Trust, if shareholders of all series are required
under the Declaration of Trust to vote in the aggregate and not by individual
series at such meeting, or shares representing at least ten percent of all the
votes represented by any series or class, if shareholders of such series or
class are entitled under the Declaration of Trust to vote by individual series
or class at such meeting, then such shareholders may call such meeting. Each
call of a meeting shall state the place, date, hour and purposes of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at the
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principal office of the Trust, or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as shall be designated by
the Trustees or the president of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of shareholders,
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stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or her or at his or her residence or
usual place of business or by mailing it, postage prepaid, and addressed to such
shareholder at his or her address as it appears
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in the records of the Trust. Such notice shall be given by the secretary or an
assistant secretary or by an officer designated by the Trustees. If the meeting
is a meeting of the shareholders of one or more series or classes of shares, but
not a meeting of all shareholders of the Trust, then only the shareholders of
such one or more series or classes shall be entitled to notice of and to vote at
the meeting. No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or after the meeting
by such shareholder or his or her attorney thereunto duly authorized, is filed
with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election unless requested by
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a shareholder present or represented at the meeting and entitled to vote in the
election.
2.5 Proxies. Shareholders entitled to vote may vote either in person or by
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proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary, or other person
responsible to record the proceedings of the meeting, before being voted.
Unless otherwise specifically limited by their terms, such proxies shall entitle
the holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. The placing of a
shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such shareholder shall
constitute execution of such proxy by or on behalf of such shareholder.
Section 3. Trustees
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3.1 Committees and Advisory Board. The Trustees may appoint from their number
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an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less
than two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until the first
meeting of the Trustees following the next meeting of the shareholders and until
his or her successor is elected and qualified, or until he or she sooner dies,
resigns, is removed or becomes disqualified, or until the advisory board is
sooner abolished by the Trustees.
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3.2 Regular Meetings. Regular meetings of the Trustees may be held without
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call or notice at such places and at such times as the trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
3.3 Special Meetings. Special meetings of the Trustees may be held at any time
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and at any place designated in the call of the meeting, when called by the
chairman, the president or the treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the secretary or an assistant
secretary or by the officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail
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at least forty-eight hours or by telegram at least twenty-four hours before the
meeting addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone or
by facsimile transmission at least twenty-four hours before the meeting. Notice
of a meeting need not be given to any Trustee if a written waiver of notice,
executed by him or her before or after the meeting, is filed with the records of
the meeting, or to any Trustee who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him or her. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
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office shall constitute a quorum; provided, however, a quorum shall not be less
than two. Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
Section 4. Officers and Agents
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4.1 Enumeration; Qualification. The officers of the Trust shall be a chairman,
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a president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The Trust
may also have such agents, if any, as the Trustees from time to time may in
their discretion appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws,
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each officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to his or her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate, including without limitation the power to make purchases and
sales of portfolio securities of the Trust pursuant to recommendations of the
Trust's investment adviser in accordance with the policies and objectives of the
Trust set forth in its prospectus or statement of additional information and
with such general or specific instructions as the Trustees may from time to time
have issued.
4.3 Election. The chairman, the president, the treasurer and the secretary
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shall be elected annually by the Trustees. Other officers, if any, may be
elected or appointed by the Trustees at any time.
4.4 Tenure. The chairman, the president, the treasurer and the secretary shall
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hold office until their respective successors are chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office at the pleasure of the
Trustees. Each agent shall retain his or her authority at the pleasure of the
Trustees.
4.5 Chairman. The chairman shall preside at all meetings of the Trustees and
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shareholders.
4.6 President. The president shall be the chief executive officer of the
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Trust. In the absence of the chairman, or in the event of the chairman's
inability or refusal to act, the president shall perform the duties of the
chairman and when so acting shall have all the powers of the chairman.
4.7 Vice Presidents. In the absence of the president, or in the event of the
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president's inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting shall
have all the powers of the president. Any vice president shall have such other
duties and powers as shall be designated from time to time by the Trustees, the
chairman or the president.
4.8 Treasurer. The treasurer shall be the chief financial and accounting
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officer of the Trust and subject to any arrangement made by the Trustees with a
bank or trust company or other organization as custodian or transfer or
shareholder services
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agent, shall be in charge of its valuable papers and its books of account and
accounting records, and shall have such duties and powers as shall be designated
from time to time by the Trustees, the chairman or the president. Any assistant
treasurer shall have such duties and powers as shall be designated from time to
time by the Trustees or the Treasurer.
4.9 Secretary. The secretary shall record all proceedings of the shareholders
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and the Trustees in books to be kept therefor, which books shall be kept at the
principal office of the Trust. In the absence of the secretary from any meeting
of shareholders or Trustees, an assistant secretary, or if there be none or he
or she is absent, a temporary clerk chosen at the meeting, shall record the
proceedings thereof in the aforesaid books. Any assistant secretary shall have
such duties and powers as shall be designated from time to time by the Trustees
or the Secretary.
Section 5. Resignations and Removals
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Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the president, the treasurer or
the secretary or to a meeting of the Trustees. The Trustees may remove any
officer elected by them with or without cause by the vote of a majority of the
Trustees then in office. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member removed, shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages on account of such removal.
Section 6. Vacancies
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A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the chairman, the president,
the treasurer and the secretary, until his or her successor is chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed or
becomes disqualified.
Section 7. Shares of Beneficial Interest
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7.1 Share Certificates. No certificates certifying the ownership of shares
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shall be issued except as the Trustees may otherwise authorize. In the event
that the Trustees authorize the issuance of share certificates, subject to the
provisions of
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Section 7.3, each shareholder shall be entitled to a certificate stating
the number of shares owned by him or her, in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be signed by the
chairman, the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent or by a registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the
transfer agent may either issue receipts therefor or keep accounts upon the
books of the Trust for the record holders of such shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of certificates
for such shares as if they had accepted such certificates and shall be held to
have expressly assented and agreed to the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or destruction or
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the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time
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discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 8. Record Date and
Closing Transfer Books
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The Trustees may fix in advance a time, which shall not be more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote and
the number of votes entitled to be cast at such meeting and any adjournment
thereof or the right to receive such dividend or distribution, and in such case
only shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the transfer books for all or any part of
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such period.
Section 9. Seal
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The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts," together with the name of
the Trust and the year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
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Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities standing in the name
of the Trust shall be executed, by the chairman, the president or by one of the
vice presidents or by the treasurer or by the secretary or by whomsoever else
shall be designated for that purpose by the vote of the Trustees and need not
bear the seal of the Trust.
Section 11. Fiscal Year
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Except as from time to time otherwise provided by the Trustees, the fiscal year
of the Trust shall end on December 31.
Section 12. Amendments
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These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such a majority.
