Exhibit 8(c)
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT (the
"Transfer Agency Agreement") made as of the 3rd day of February, 1998 by and
among Massachusetts Mutual Life Insurance Company , a corporation organized
under the laws of Massachusetts ( "MassMutual"), MassMutual Institutional Funds,
a Massachusetts business trust (the "Trust"), and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Trust was organized on or about May 28, 1993 and is registered
as an open end management investment Company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets and the Trust is authorized to issue multiple classes in each
such series ("Class(s)");
WHEREAS, the Trust is authorized to issue and has offered shares in each of
the series and classes listed on Appendix A hereto (such series and classes,
together with all other series and classes subsequently established by the Trust
and made subject to the Agreement in accordance with Section 17, being herein
referred to as the "Fund(s)");
WHEREAS, MassMutual has entered into administrative, shareholder services,
and investment management agreements with each of the Funds, which agreements
impose upon MassMutual the obligation to provide, or cause to be provided,
certain services, including transfer agency services;
WHEREAS, the Bank is duly registered as a transfer agent as provided in
Section 17A(c) of the Securities Exchange Act of 1934, as amended, (the "1934
Act");
WHEREAS, MassMutual, the Trust and the Bank have entered into a Transfer
Agency and Service Agreement dated as of the 29th day of August 1994 pursuant to
which the Bank agreed to act the Trust's Transfer Agent, as its dividend
disbursing agent and as its agent in connection with certain other activities;
and
WHEREAS, MassMutual, the Trust and the Bank each desire to amend and
restate the Transfer Agency and Service Agreement dated as of the 29th day of
August 1994.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
MassMutual and the Bank agree as follows:
1. Terms of Appointment; Duties of the Bank.
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1.1 Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Bank to act, and the Bank agrees to act
as, (I) transfer agent for each of the Fund(s)' authorized and issued shares of
beneficial interest ("Shares"), (ii) dividend disbursing agent and (iii) agent
in connection with any accumulation, open-account or similar plans provided to
the shareholders of the Trust appearing on the record books of the Bank
("Shareholders") and set out in the currently effective Prospectus and Statement
of Additional Information, as each may be amended from time to time, (the
"Prospectus") of the Trust, including without limitation any periodic investment
plan or periodic withdrawal program.
1.2 Without limiting the generality of the foregoing, the Bank agrees that
it will perform the following specific services for each Fund in accordance with
Trust policies set forth in the Prospectus or established by the Trust's Board
of Trustees:
(a) In connection with procedures established from time to time by
agreement between MassMutual and the Bank, the Bank shall:
(i) Receive for acceptance orders and payment for the
purchase of Shares and promptly deliver payment and appropriate documentation
therefor to the custodian of the Trust appointed by the Board of Trustees of the
Trust (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such issued Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption of shares, pay over
or cause to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Trust on behalf of a Fund;
(vii) Create and maintain all necessary records including those
specified in Article 10 hereof, in accordance with all applicable laws, rules
and regulations, including but not limited to records required by Section 31(a)
of the 1940 Act, and those records pertaining to the various functions performed
by it hereunder. All records shall be available for inspection and use by the
Trust and its designate. Where applicable, such records shall be maintained by
the Bank for the periods and in the places required by Rule 31a-2 under the 1940
Act;
(viii) Make available during regular business hours all records
and other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Trust, or any person retained by the Trust. Upon
reasonable notice by the Trust, the Bank shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the Trust, or any
person retained by the Trust;
(ix) Record the issuance of Shares of the Trust and maintain,
pursuant to Rule 17Ad-10(e) under the 1934 Act, a record of the total number of
Shares by Fund and by Class of the Trust which are authorized, based upon data
provided to it by the Trust, and issued and outstanding. The Bank shall also
provide the Trust on a regular basis with the total number of Shares which are
authorized and issued and outstanding and shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Trust.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a) or in any Schedule hereto, the Bank shall: (i) Except as
provided in paragraph 1.3 herein or in writing and agreed to by the Bank, the
Trust and MassMutual, perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program); including maintaining
all Shareholder accounts. and (ii) Provide a system which will enable the Trust
to monitor the total number of Shares sold in each State or jurisdiction in
which Shares are sold and monitor the daily activity for each State or
jurisdiction in which Shares of the Trust are registered.
(c) Additionally, the Bank shall utilize a system to identify all
share transactions which involve purchase and redemption orders that are
processed at a time other than the time of the computation of net asset value
per share next computed after receipt of such orders, and shall compute the net
effect upon the Fund(s) of such transactions so identified on a daily and
cumulative basis.
1.3 The Bank shall not be responsible for providing Shareholder services,
including, but not limited to: preparing Shareholder meeting lists, mailing
proxies, receiving and tabulating proxies, preparing and mailing Shareholder
reports and prospectuses to current Shareholders, withholding federal taxes and
preparing and filing U.S. Treasury Department Forms 1099 and other appropriate
forms required with respect to dividends and distributions by federal
authorities for all Shareholders.
2. Sale of Trust Shares.
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2.1 Whenever the Trust shall sell or cause to be sold any Shares of a
Fund, MassMutual or the Trust shall deliver or cause to be delivered to the Bank
a document or electronic file duly specifying: (i) the name of the Fund and the
Class thereof whose Shares were sold; (ii) the number of Shares sold, trade
date, and price; (iii) the amount of money to be delivered to the Custodian for
the sale of such Shares and specifically allocated to such Fund; and (iv) in the
case of a new account, a new account application or sufficient information to
establish an account, and (v) the name of the holder.
2.2 The Bank will, upon receipt by it of a check or other payment
identified by it as an investment in Shares of one of the Funds and drawn or
endorsed to the Bank as agent for, or identified as being for the account of,
one of the Funds, promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the investment. The Bank will
notify the Trust, or its designee, and the Custodian of all purchases and
related account adjustments.
2.3 Under procedures as established by mutual agreement between MassMutual
and the Bank, the Bank shall credit to the purchaser or its authorized agent's
account such Shares, computed to the nearest three decimal points, as he is
entitled to receive, based on the appropriate net asset value of the Funds'
Shares, determined in accordance with the Prospectus and any applicable Federal
law or regulation. In issuing Shares to a purchaser or its authorized agent, the
Bank shall be entitled to rely upon the latest directions, if any, previously
received by the Bank from the purchaser or its authorized agent concerning the
delivery of such Shares. Unless otherwise agreed upon, the Bank shall have an
obligation to provide confirmations of share transactions.
2.4 The Bank shall not be required to issue any Shares of the Trust where
it has received a written instruction from MassMutual or the Trust or written
notification from any appropriate Federal or State authority that the sale of
the Shares of the Fund(s) in question has been suspended or discontinued, and
the Bank shall be entitled to rely upon such written instructions or written
notification.
2.5 Upon the issuance of any Shares of any Fund(s) in accordance with
foregoing provisions of this Section, the Bank shall not be responsible for the
payment of any original issue or other taxes, if any, required to be paid by the
Trust in connection with such issuance.
2.6 The Bank may establish such additional rules and regulations governing
the transfer or registration of Shares as it may deem advisable and consistent
with such rules and regulations generally adopted by transfer agents (not
inconsistent with this Agreement). Moreover, with the written consent of the
Trust, the Bank may adopt any other rules and regulations.
3. Returned Checks. In the event that any check or other order for the
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transfer of money is returned unpaid for any reason, the Bank will take such
steps as the Bank may, in its discretion, deem appropriate to protect the Trust
from financial loss or as the Trust or its designee may instruct. Provided that
the standard procedures, as agreed upon from time to time, between the Trust and
the Bank, regarding purchases and redemptions of Shares, are adhered to by the
Bank, the Bank shall not be liable for any loss suffered by a Fund as a result
of returned or unpaid purchase or redemption transactions. Legal or other
expenses incurred to collect amounts owed to a Fund as a consequence of returned
or unpaid purchase or redemption transactions shall be an expense of that Fund.
4. Redemptions. Shares of any Fund may be redeemed in accordance with the
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procedures set forth in the Prospectus of the Trust and the Bank will duly
process all redemption requests transmitted to it in accordance with the Trust
policies set forth in the Prospectus.
5. Transfers and Exchanges. The Bank is authorized to review and process
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transfers of Shares of each Fund, exchanges between Funds on the records of the
Funds maintained by the Bank, and exchanges between the Trust and any other
entity as may be permitted by the Prospectus of the Trust and, if applicable, in
accordance with instructions from MassMutual. The Bank will, upon an order to
transfer Shares by or on behalf of the registered holder thereof in proper form,
credit the same to the transferee on its books. If Shares are to be exchanged
for Shares of another Fund, the Bank will process such exchange in the same
manner as a redemption and sale of Shares, except that it may in its reasonable
discretion waive requirements for information and documentation.
6. Right to Seek Assurances. The Bank reserves the right to refuse to transfer
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or redeem Shares until it is satisfied that the requested transfer or redemption
is legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which the Bank, in its reasonable
judgment, deems improper or unauthorized, or until it is satisfied that there is
no basis for any claims adverse to such transfer or redemption. The Bank may, in
effecting transfers, rely upon the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, which in the opinion of legal
counsel for the Trust do not require certain documents in connection with the
transfer or redemption of Shares of any Fund, and the Trust shall indemnify the
Bank for any act done or omitted by it in reliance upon such laws or opinions of
counsel of the Trust.
7. Distributions.
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7.1 The Trust will promptly notify the Bank of the declaration of any
dividend or distribution. The Trust shall furnish to the Bank a resolution of
the Board of Trustees of the Trust certified by the Secretary (a "Certificate"):
(i) authorizing the declaration of dividends on a specified periodic basis and
authorizing the Bank to rely on oral instructions or a Certificate specifying
the date of the declaration of such dividend or distribution, the date of
payment thereof, the record date as of which Shareholders entitled to payment
shall be determined and the amount payable per Share to Shareholders
of record as of such record date and the total amount payable to the Bank on the
payment date; or (ii) setting forth the date of the declaration of any dividend
or distribution by a Fund, the date of payment thereof, the record date as of
which Shareholders entitled to payment shall be determined, and the amount
payable per Share to the Shareholders of record as of the record date and the
total amount payable to the Bank as the Trust's disbursing agent on the payment
date.
7.2 To the extent that dividends are not automatically reinvested, the
Bank, on behalf of the Trust, shall instruct the Custodian to place in a
dividend disbursing account funds equal to the cash amount of any dividend or
distribution to be paid out. The Bank will calculate, prepare and mail checks to
(at the address as it appears on the records of the Bank), or (where
appropriate) credit such dividend or distribution to the account of, Fund
Shareholders, and maintain and safeguard all underlying records.
7.3 The Bank will promptly replace lost checks at its reasonable
discretion and in conformity with regular business practices.
7.4 The Bank will maintain all records necessary to reflect the crediting
of dividends or distributions which are reinvested in Shares of the Trust,
including without limitation daily dividends or distributions.
7.5 The Bank shall not be liable for any improper payments made in
accordance with a resolution of the Trust or Board of Trustees of the Trust.
7.6 If the Bank shall not receive from the Custodian sufficient cash to
make payment to all Shareholders of the Trust as of the record date, the Bank
shall, upon notifying the Trust, withhold payment to all Shareholders of record
as of the record date until such sufficient cash is provided to the Bank.
8. Other Duties. In addition to the duties expressly provided for herein, the
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Bank shall perform such other duties and functions and shall be paid such
amounts therefor as may from time to time be agreed to in writing.
9. Taxes. On behalf of the Trust, MassMutual will file all tax information
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returns concerning distributions such as the payment of dividends and capital
gain distributions and tax withholding with the proper Federal, State and local
authorities as are required by law to be filed by the Trust and shall withhold
such sums as are required to be withheld by applicable law.
10. Books and Records.
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10.1 The Bank shall maintain confidential records showing for each
Shareholder's account the following: (i) names, addresses and tax identification
numbers; (ii) numbers of Shares of each Fund and Class held; (iii) historical
information regarding the account of each Shareholder, including dividends and
distributions paid and date and price of all transactions on a Shareholder's
account; (iv) any stop or restraining order placed against a Shareholder's
account; (v) information with respect to withholdings by Fund; (vi) any capital
gain or dividend reinvestment order, plan application, dividend address and
correspondence relating to the current maintenance of a Shareholder's account by
Fund; (vii) [intentionally omitted]; (viii) any information required in order
for the Bank to perform the calculations contemplated or required by this
Agreement; and (ix) such other information and data as may be required by
applicable law or as mutually agreed upon by both parties.
10.2 Any records required to be maintained by Rule 31a-1 under the 1940
Act will be preserved for the periods prescribed in Rule 31a-2 under the 1940
Act. Such records may be inspected by MassMutual or the Trust during regular
business hours upon reasonable notice. The Bank may, at its option at any time,
and shall forthwith upon MassMutual or the Trust's demand, turn over to
MassMutual or the Trust and cease to retain in the Bank's files, records and
documents created and maintained by the Bank in performance of its service or
for its protection. At the end of the retention period, such documents will
either be turned over to MassMutual or the Trust, or destroyed in accordance
with the Trust's authorization.
10.3 Procedures applicable to the services to be performed hereunder may
be established from time to time by agreement between the Fund(s) and the Bank.
The Bank shall have the right to utilize any shareholder accounting and
recordkeeping systems which, in its reasonable opinion, qualifies to perform any
services to be performed hereunder. The Bank shall keep records relating to the
services performed hereunder, in the form and manner as it may deem advisable.
11. Fees and Expenses.
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11.1 For performance by the Bank pursuant to this Agreement, MassMutual
agrees to pay the Bank an annual maintenance fee for each Shareholder account as
set out in a schedule agreed to by all parties from time to time. Such fees and
out-of-pocket expenses and advances identified under Section 11.2 below may be
changed from time to time subject to mutual written agreement between MassMutual
and the Bank.
11.2 In addition to the fee paid under Section 11.1 above, MassMutual
agrees to reimburse the Bank for out-of-pocket expenses incurred by the Bank for
the items set out in a schedule agreed to by all parties from time to time. In
addition, any other expenses incurred by the Bank at the specific written
request of MassMutual including, without limitation, any equipment or supplies
which MassMutual specifically orders or requires the Bank to purchase, will be
reimbursed by MassMutual.
11.3 MassMutual agrees to pay all fees and reimbursable expenses within
thirty days following its receipt of the respective billing notice in accordance
with procedures agreed upon by the parties to this Transfer Agency Agreement.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to the Bank by MassMutual at least
seven (7) days prior to the mailing date of such materials.
12. Representations and Warranties of the Bank.
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The Bank represents and warrants to MassMutual and the Trust that:
12.1 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
12.2 It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Transfer Agency Agreement.
12.3 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
12.4 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Transfer Agency Agreement.
13. Representations and Warranties of the Trust and MassMutual.
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13.1 The Trust represents and warrants to the Bank that:
(a) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
(b) It is empowered under applicable laws and by its trust documents
and by-laws to enter into and perform this Transfer Agency Agreement.
(c) All proceedings required by said trust documents and by-laws
have been taken to authorize it to enter into and perform this Agreement.
(d) The trust is an open-end investment company registered under the
1940 Act.
(e) A registration statement on Form N-1A (including a prospectus
and statement of additional information) under the Securities Act of 1933 and
the 1940 Act has been filed with the Commission and is currently effective -- or
will become effective prior to the Trust commencing the offer and sale to the
public of its Shares, and will remain effective, and appropriate state
securities law filings, if necessary, will be or have been made and will
continue to be made, with respect to all Shares of the Trust being offered for
sale.
(f) When Shares are hereafter issued in accordance with the terms of
the Prospectus, such Shares shall be validly issued, fully paid and
nonassessable by the Fund(s).
13.2 MassMutual represents and warrants to the Bank that:
(a) It is a mutual life insurance company duly organized and
existing and in good standing under the laws of the Commonwealth of
Massachusetts.
(b) It is empowered under applicable laws and by its charter and by-
laws to enter into and perform this Transfer Agency Agreement.
(c) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Transfer Agency Agreement.
14. Indemnification.
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14.1 Except as set forth in paragraphs 14.2 and 14.5 hereof, in no event
shall the Bank or any of its officers, directors, employees or agents
(collectively, the "Indemnified Parties") be liable to MassMutual, and
MassMutual shall indemnify and hold the Bank and the Indemnified Parties
harmless from and against any and all losses, damages, liability, charges,
payments, costs and expenses, including counsel fees, (a "Claim") arising out of
or attributable to:
(a) Any actions taken or omitted to be taken by the Bank or its
agents or subcontractors in good faith in reliance on, or use by the Bank or its
agents or subcontractors of, information, records and documents which (i) are
received by the Bank or its agents or subcontractors and furnished to such party
by or on behalf of the Fund(s), (ii) have been prepared and/or maintained by
the Fund(s) or any other person or firm on behalf of the Fund(s), or (iii) were
received by the Bank or its agents or subcontractors from a prior transfer
agent.
(b) Any action taken or omitted to be taken by the Bank in good
faith reliance upon any law, act, regulation (a "Regulation") or interpretation
of a Regulation even though such Regulation may thereafter have been altered,
changed, amended or repealed.
(c) MassMutual's or the Trust's refusal or failure to comply with
the terms of this Agreement, or which arise out of MassMutual's, the Trust's or
their directors', officers', employees', agents', or subcontractors' bad faith,
negligence, willful misconduct, reckless disregard of duties hereunder,
including knowing violations of law, or fraud or which arise out of the breach
of any representation or warranty hereunder.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of, any instructions or requests, whether written or oral, of
an officer or employee of MassMutual or the Trust.
(e) The offer or sale of Shares by the Trust in violation of (i) any
requirement under the federal securities laws or regulations; (ii) any
requirement under the securities laws or regulations of any state that such
Shares be registered in such State; or (iii) any stop order or other
determination or ruling by any federal or state agency with respect to the offer
or sale of such Shares in such State.
(f) The failure of MassMutual or the Trust to convey information
regarding share purchase and redemptions in a timely manner.
(g) On issues that are legal in nature, the Bank will be entitled to
receive and act upon the advice of independent legal counsel of its own
selection, provided such counsel is chosen with reasonable care and which can be
counsel for the Trust, and will be without liability for any action taken or
thing done or omitted to be done in accordance with this Agreement in good faith
conformity with such advice. Except as otherwise agreed to by the Trust, the
Bank shall pay the fees and expenses of such counsel, unless such counsel is the
Trust's counsel;
14.2 Indemnification by MassMutual or the Trust under this Transfer Agency
Agreement shall not apply to actions or omissions of the Bank or its directors,
officers, employees, agents or subcontractors in cases of its or their own bad
faith, negligence, willful misconduct, reckless disregard of duties hereunder,
including knowing violations of law or fraud.
14.3 At any time the Bank may apply to any officer of MassMutual or the
Trust for instructions, with respect to any matter arising in connection with
the services to be performed by the Bank under this Transfer Agency Agreement.
The Bank and its agents or subcontractors shall not be liable and shall be
indemnified by MassMutual and the Trust for any action taken or omitted by it in
reliance upon such instructions except for a knowing violation of law. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund(s), reasonably
believed to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents provided to the
Bank or its agents or subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Fund(s), and the Bank, its agents
and subcontractors shall not be held to have notice of any change of authority
of any person, until receipt of written notice thereof has been sent from
MassMutual or the Fund(s) to the Bank.
14.4 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, interruption of electrical
power or other utilities, equipment or transmission failure or damage reasonably
beyond its control, or other causes reasonably beyond its control, such party
shall not be liable to the other for any damages resulting from such failure to
perform or otherwise from such causes. The Bank, the Trust and MassMutual shall
notify each other as soon as reasonably possible following the occurrence of an
event described in this subsection.
14.5 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder as contemplated by this Agreement.
14.6 In order that the indemnification provisions contained in this
Article 14 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking the indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent, which consent shall not be unreasonably
withheld.
15. Covenants of MassMutual and the Trust and the Bank.
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15.1 MassMutual has furnished to the Bank the following:
(a) Officers' Certificate stating that the Trust Officer and the
MassMutual Officer signing this Transfer Agency Agreement have the authority to
bind MassMutual and the Trust, respectively, to the terms and conditions of this
Agreement, to appoint the Bank as Transfer Agent as provided herein, and to
execute and deliver this Transfer Agency Agreement.
(b) A copy of the trust documents and by-laws of the Trust and all
amendments thereto.
(c) Copies of each vote of the Trustees designating authorized
persons to give instructions to the Bank, and a Certificate providing specimen
signatures for such authorized persons.
(d) Certificates as to any change in any officer or Trustee of the
Trust.
(e) All account application forms and other documents relating to
shareholder accounts or relating to any plan, program or service offered by the
Trust.
(f) A list of all Shareholders of the Fund(s) with the name,
address and tax identification number of each Shareholder, and the number of
Shares of the Fund(s) held by each, certificate numbers and denominations ( if
any certificates have been issued), lists of any account against which stops
have been placed, together with the reasons for said stops, and the number of
Shares redeemed by the Fund(s).
(g) An opinion of counsel for the Trust with respect to the
validity of the Shares and the status of such Shares under the Securities Act of
1933.
(h) Copies of the Fund(s) registration statement on Form N-1A (if
applicable)as amended and declared effective by the Securities and Exchange
Commission and all post-effective amendments thereto.
15.2 MassMutual shall promptly furnish to the Bank the following:
(a) Any amendments or updates to the documents as specified in
Section 15.1 of this Agreement.
(b) All documents listed in Section 15.1 hereof relating to any new
or additional Funds or series added to this Agreement pursuant to Section 17
hereof after the date hereof.
(c) Such other certificates, documents or opinions as the Bank may
deem necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
15.3 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of check forms and
facsimile signature imprinting devices, if any; and for the preparation or use,
and for keeping account of such forms and devices.
15.4 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees
that all such records prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the confidential property of
the Trust and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered to the Trust on and in
accordance with its request.
15.5 The Bank and the Trust agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Transfer Agency
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
15.6 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, the Bank will endeavor to notify the Trust and
to secure instructions from an authorized officer of the Trust as to such
instruction. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be
subject to enforcement or other action by any court or regulatory body for the
failure to exhibit the Shareholder records to such person.
16. Term of Agreement. This Agreement shall become effective with respect to
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each Fund on the date hereof (the "Effective Date") and shall continue in effect
from year to year thereafter with respect to each Fund, provided that this
Transfer Agency Agreement may be terminated by either MassMutual or the Bank at
any time without payment of any penalty upon ninety (90) days written notice to
the other. In the event such notice is given by MassMutual, such notice shall
also designate a successor transfer agent.
17. Additional Funds. In the event that the Trust establishes one or more
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series of Shares in addition to the series listed on Appendix A hereto with
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respect to which it desires to have the Bank render services as transfer agent
under the terms hereof, it shall so notify the Bank in writing, and if the Bank
agrees in writing to provide such services, such series of Shares shall become a
Fund hereunder and Appendix A shall be appropriately amended.
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18. Assignment.
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18.1 Except as provided in Section 18.3 below, neither this Transfer
Agency Agreement nor any rights or obligations hereunder may be assigned by
either party without the written consent of the other party.
18.2 This Transfer Agency Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
18.3 The Bank, may without further consent on the part of MassMutual,
subcontract for the performance of any of the services to be provided hereunder
to third parties, including any affiliate of the Bank, provided that the Bank
shall give MassMutual 60 days' prior notice or such shorter period as is
practicable under the circumstances, and provided further that the Bank shall
remain liable hereunder for any acts or omissions of any subcontractor as if
performed by the Bank.
19. Amendment. This Transfer Agency Agreement may be amended or modified only
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by a written agreement executed by both parties.
20. Governing Law. This Transfer Agency Agreement shall be construed and the
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provisions thereof interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
21. Merger of Agreement and Severability.
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21.1 This Transfer Agency Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject hereof whether oral or written.
21.2 In the event any provision of this Transfer Agency Agreement shall be
held unenforceable or invalid for any reason, the remainder of the Agreement
shall remain in full force and effect.
21.3 This Transfer Agency Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall together, constitute only one instrument.
22. Notices. Any notice or other instrument in writing authorized or required
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by this Transfer Agency Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below:
To MassMutual:
Massachusetts Mutual Life
Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Second Vice President and
Associate General Counsel
To the Bank:
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director, Client Management
With a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel
If to either, a copy to:
To the Trust
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
23. Disclaimer and Limitation of Liability. A copy of the Trust's Agreement and
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Declaration of Trust of the Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Board of Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees of shareholders individually but are binding upon the assets
and property of the Trust; provided, however, that the Agreement and Declaration
of Trust of the Trust provides that the assets of a particular series of the
Trust shall under no circumstances be charges with liabilities attributable to
any other series of the Trust and that all persons extending credit to, or
contracting with or having any claim against a particular series of the Trust
shall look only to the assets of that particular series for payment of such
credit, contract or claim.
24. Insurance
24.1 The Bank shall at all times maintain insurance coverages adequate for
the nature of its operations, including directors and officers, errors and
omissions, and fidelity bond insurance coverages. The Bank shall have the Trust
named as a Certificate Holder on each of these coverages, and provide MassMutual
with Certificates of Insurance at each policy renewal. The Certificate shall
provide that MassMutual receive a minimum of twenty (20) days' notice of
cancellation, non-renewal, or materials change of policy coverages. The Bank
shall provide MassMutual with copies of its insurance policies, upon request. If
at any time, due to a material adverse change in policy coverages, MassMutual
reasonably believes that such coverages are insufficient in any material
respect, or if any policy is placed with an insurer with an A.M. Best rating of
less than A 12, the Bank shall take reasonable steps to satisfy MassMutual's
concerns.
24.2 Notwithstanding anything in this Agreement to the contrary, the Bank
shall have in place reasonable business continuity and disaster recovery
procedures and systems and shall provide MassMutual, at least annually, test
results of such procedures and systems.
25. Miscellaneous. If the Bank acts upon instructions from MassMutual or the
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Trust, even if conflicting instructions are subsequently received, it shall be
indemnified and held harmless by the Trust and MassMutual for any losses or
claims that might have arisen from its actions.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency
Agreement to be executed in their names and on their behalf under their seals by
and through their duly authorized officers, as of the day and the year first
above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
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Name:
Title:
INVESTORS BANK & TRUST COMPANY
By:
---------------------------
Name:
Title:
AGREED TO AND ACCEPTED BY
MASSMUTUAL INSTITUTIONAL FUNDS
By:
---------------------------
Name:
Title:
Appendices
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Appendix A............................... Series or Portfolios
APPENDIX A
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Series or Portfolios
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Portfolios Classes
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MassMutual Core Bond Fund A,Y,S
MassMutual International Equity Fund A,Y,S
MassMutual Short-Term Bond Fund A,Y,S
MassMutual Prime Fund A,Y,S
MassMutual Value Equity Fund A,Y,S
MassMutual Small Cap Value Equity Fund A,Y,S
MassMutual Balanced Fund A,Y,S
MassMutual Indexed Equity Fund A,Y,S
