EXHIBIT
F
MassMutual
Institutional Funds
Deferred
Compensation Plan
for the Board of
Trustees
1. The
Plan – MassMutual Institutional Funds (“the
Trust”) hereby establishes the MassMutual Institutional Funds Deferred
Compensation Plan (the “Plan”) for the benefit of members of the
Board of Trustees of the Trust who are not employees of Massachusetts Mutual
Life Insurance Company or its subsidiaries. A Trustee may elect to defer
receipt of all of his or her Trustee’s fees beginning with fees earned
in the first calendar quarter commencing after the effective date of such
election. For purposes of the Plan, “Trustee’s fees” shall
mean any compensation payable to a Trustee for services rendered to the
Trust in that capacity including fees payable for services as a member of
any Committee of the Board of Trustees.
2.
Reserve Accounts – Each Series of the Trust
shall establish and maintain a book account (the “Reserve
Account”) in the name of each Trustee who elects to participate in the
Plan. Upon a Trustee’s election to defer receipt of Trustee’s
fees, the Trust shall credit such amounts to the appropriate Reserve Account
at such time as would otherwise be payable to the Trustee and shall also
credit to the Reserve Accounts at the end of each calendar quarter an
additional amount equal to interest computed at the rate of eight percent
(8%) per annum, or at such other rate as the Board of Trustees may from time
to time determine, on the average balance held in the Reserve Accounts
during such calendar quarter. All right, title and interest in and to all
amounts credited to the Reserve Accounts shall at all times be the sole and
absolute property of the appropriate Series of the Trust and shall in no
event be deemed to constitute a fund or collateral security for the payments
under the Plan. All amounts credited to the Reserve Accounts shall for all
purposes be a part of the general funds at the appropriate Series of the
Trust. To the extent that any Trustee or his or her designee acquires a
right to receive payments under the Plan, such right shall be no greater
than the right of any unsecured general creditor of the Trust. Neither the
Trustee nor his or her designee shall have any interest whatsoever in any
amounts credited to the Reserve Accounts.
3.
Election by Trustees – An election to defer
receipt of Trustee’s fees shall be made in writing and shall become
effective upon filing with the Trust. An election shall remain in effect
unless the Trustee amends or terminates his or her election by a notice in
writing filed with the Trust. Any amendment or termination of an election
shall be applicable only prospectively to Trustee’s fees earned during
calendar quarters following the month of its filing with the Trust, and
shall not affect amounts previously credited to the Reserve Account. A
Trustee may amend or terminate his or her election with respect to the
method or time of payment of amounts credited to the Reserve Account, but
that such amendment or termination shall not affect amounts previously
credited to the Reserve Account.
4.
Payments – All amounts credited to the Reserve
Accounts shall be paid to the Trustee, if living, at the time and in the
manner specified in his or her initial election filed with the Trust. The
Trustee may elect to receive all amounts credited to the Reserve Accounts in
one lump-sum or in a specified number (not to exceed five) of equal annual
installment payments. The date on which such lump-sum payment or the initial
installment payment shall be made shall be specified in the form of election
filed with the Trust and shall be determined by reference to a
Trustee’s age and/or the date on which he ceases to be a
Trustee.
5.
Beneficiary Designation – In the event that a
Trustee shall die before all amounts credited to the Reserve Accounts shall
have been paid to him or her, the Trust shall make payment of the balance of
the Reserve Accounts to such person or persons as the Trustee shall
designate by notice in writing filed with the Trust. Such payment shall be
made in one lump-sum. In the event that a Trustee shall fail to designate
any beneficiary, then the balance of the Reserve Accounts shall be paid, in
one lump-sum, to the Trustee’s estate.
6.
Anti-Assignment – The Trustee shall have no
right to commute, encumber, pledge, sell, assign or transfer the right to
receive payments under the Plan except by his Will or by the laws of descent
and distribution. All payments and rights thereto are expressly declared to
be non-assignable.
7.
Incapacity – If any person who becomes entitled
to payment under the Plan is a minor, or is, in the opinion of the Trust,
unable to care for his or her affairs because of illness or accident, then
any payment due shall be paid to a duly appointed guardian, committee, or
other legal representative. If no such representative has been appointed,
then payment may be made, in the discretion of the Trust, to a spouse,
child, parent, brother or sister, or any other person incurring expenses for
the care of, or on behalf of, the person otherwise entitled to payment. Any
payment under this paragraph shall, to the extent of such payment, be a
complete discharge of the liabilities of the Trust under the
Plan.
8.
Declaration of Trust – The name MassMutual
Institutional Funds is the designation of Trustees under a Declaration of
Trust, dated May 28, 1993, as amended from time to time, on file with the
Secretary of the Commonwealth of Massachusetts. The obligations of such
Trust are not personally binding upon, nor shall resort be had to the
property of, any of the Trustees, shareholders, officers, employees, or
agents of the Trust, but the Trust’s property or a specific portion
thereof only shall be bound; and
