Exhibit 6(b)
SUB-DISTRIBUTOR'S AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇▇▇▇ FUNDS DISTRIBUTOR, INC.
AND
MML INVESTORS SERVICES, INC.
Date: September 8, 1994
MML INVESTORS SERVICES, INC.
One Financial Plaza
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ FUNDS DISTRIBUTOR, INC., a New York corporation ("OFDI")
acts as the distributor (the "Distributor") for the various series of
MassMutual Institutional Funds, a Massachusetts business trust, which is an
investment company registered under the Investment Company Act of 1940 (the
"Fund"), the various classes of shares of which have been registered under the
Securities Act of 1933 to be offered for sale to the public in a continuous
public offering in accordance with the terms and conditions set forth in the
Prospectus and Statement of Additional Information of such fund included in
such fund's Registration Statement, as it may be amended from time to time
(the "Fund Shares").
OFDI desires to have MML Investors Services, Inc. ("MMLISI") act as
OFDI's Sub-Distributor for the distribution and sale of Fund Shares. MMLISI
has advised OFDI that it is willing to act as its Sub-Distributor and Agent,
and it is accordingly agreed between us as follows:
1. MMLISI will act as Sub-Distributor for OFDI for the sale of Fund
Shares according to the terms set forth in the Registration Statement of the
Fund as such Registration Statement may be amended from time to time.
2. MMLISI's responsibilities as Sub-Distributor shall include, but
not be limited to, providing a nationwide system of sales personnel to promote
and otherwise wholesale sales of Fund Shares, providing a nationwide system of
service representatives to assist purchasers of Fund Shares, making qualified
personnel available, either in person, by phone or through the mail, to
respond to questions regarding Fund Shares asked by purchasers or prospective
purchasers of Fund Shares, and generally using its best efforts to sell Fund
Shares.
In addition MMLISI shall:
(a) process completed applications for the purchase of Fund Shares
submitted to it
by investors,
(b) process orders submitted to it by Fund shareholders for the
purchase of additional Fund Shares,
(c) promptly deliver to the Fund's transfer agent any and all
payments received by it and made in connection with orders for
Fund Shares (net of any applicable sales charge with respect to
such order as set forth in the Registration Statement)
accompanied, in the case of purchases by new investors, by
proper applications for the purchase of Fund Shares. Purchase
orders shall be deemed effective at the time and in the manner
set forth in the Registration Statement,
(d) keep available for prospective investors reasonable quantities
of the Fund's Prospectus relating to Fund Shares, Statement of
Additional Information, annual and semi-annual reports of the
Fund, applications for the purchase of Fund Shares and other
similar materials (including materials relating to the use of
Fund Shares as a funding medium for qualified plans), and shall
provide prospective investors with copies of such documents and
materials upon request, and
(e) prepare and distribute sales literature and advertising material
pertaining to the Fund, as approved by OFDI, in such quantities
and of such a nature as may reasonably support its best efforts
to sell Fund Shares. It shall use its best efforts to assure
that such sales literature and advertising materials comply with
applicable laws and regulations, and shall promptly furnish to
OFDI, for OFDI's approval and filing with the National
Association of Securities Dealers, Inc., any proposed sales
literature or advertising materials relating to or referring to
the Fund or Fund Shares.
3. MMLISI will receive no compensation from OFDI for the sale of Fund
Shares except as may otherwise be agreed to by OFDI and MMLISI as set forth on
Exhibit A attached hereto as from time to time amended. OFDI shall not be
responsible for paying any of the costs associated with MMLISI's performance
of its duties hereunder or with the sale of the Fund Shares to the public by
MMLISI.
4. This Agreement may not be amended or changed except in writing and
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors. This Agreement shall not be assigned by either party
and shall terminate automatically upon assignment. This Agreement may be
terminated by either party at any time, without penalty, by giving not less
than 60 days' written notice (which notice may be waived). In addition, OFDI
may terminate this agreement with respect to the Fund immediately upon notice
if OFDI should cease to act as Distributor of the Fund. Unless earlier
terminated, this Agreement shall remain in effect until September 8, 1996, and
shall continue from year to year thereafter unless terminated by either party
as described above.
5. In connection with the distribution of Fund Shares, MMLISI agrees
to be bound by Sections 8, 9(b), 9(c) & 9(d) of the General Distributor's
Agreement by and between OFDI and the Fund, as amended from time to time.
6. MMLISI has notice of the provision of the Fund's Agreement and
Declaration of Trust dated May 28, 1993, pursuant to which there are
limitations on the liability of the Fund's Trustees and
shareholders and understands and agrees that the liabilities of the Fund are
not binding upon any Trustee or shareholder of the Fund personally but bind
only the Fund and the Funds' Property.
▇▇▇▇▇▇▇▇▇▇▇ FUNDS DISTRIBUTOR, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President
Accepted:
MML INVESTORS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Operating Officer
EXHIBIT A
MMLISI shall be entitled to receive any and all compensation pertaining to
Fund Shares including 12b-1 fees, which MMLISI is entitled to under its Dealer
Agreement for the ▇▇▇▇▇▇▇▇▇▇▇ Funds or otherwise.