0000950109-02-006393 Sample Contracts

AMENDED AND RESTATED GENERAL DISTRIBUTOR’S AGREEMENT BETWEEN MASSMUTUAL INSTITUTIONAL FUNDS AND
Massmutual Institutional Funds • December 30th, 2002

MASSMUTUAL INSTITUTIONAL FUNDS, a Massachusetts business trust (the “Trust”), is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and an indefinite number of one or more classes of shares of beneficial interest of the series of the Trust as shown on Schedule A have been registered under the Securities Act of 1933, as amended (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in each series’ Prospectus and Statement of Additional Information (“SAI”) included in the Trust’s Registration Statement as it may be amended from time to time (the “current Prospectus and/or SAI”). As used herein, the term “Fund” refers to each of the series of the Trust described above and any additional series of the Trust that have Shares which become registered under the 1933 Act to be offered for sale to the public in a continuous public offering in accordance with the terms

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