PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICE AGREEMENT
The Agreement made this 17th day of December, 1991, by and
between the COLLEGE RETIREMENT EQUITIES FUND ("CREF"), a New York nonprofit
membership corporation, and TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
("Services"), a Delaware nonprofit corporation;
WITNESSETH:
WHEREAS, CREF is a nonprofit corporation which issues variable
annuity certificates (the "Certificates") designed for use under retirement and
tax-deferred annuity plans adopted by nonproprietary and nonprofit education or
research institutions that are tax exempt or which are publicly supported, and
to be used by employees and beneficiaries of nonproprietary and nonprofit
education or research institutions that are tax exempt or which are publicly
supported for tax-favored retirement savings arrangements; and
WHEREAS, CREF is registered as an open-end distribution
investment company under the Investment Company Act of 1940 ("1940 Act"), and
currently consists of four investment portfolios (the "Accounts"): the Stock
Account, the Money Market Account, the Bond Market Account, and the Social
Choice Account, and may consist of additional investment portfolios in the
future; and
WHEREAS, Services is registered as a broker-dealer under the
Securities Exchange Act of 1934 (the "1934 Act") and
-1-
will become a member of the National Association of Securities Dealers, Inc.(the
"NASD"); and
WHEREAS, CREF has registered the Certificates under the
Securities Act of 1933 (the "1933 Act") and proposes to issue and sell the
Certificates through Services, which shall act as principal underwriter of the
Certificates.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1. DISTRIBUTION SERVICES
(a) CREF grants to Services the exclusive right,
during the term of this Agreement, subject to the requirements of the 1933 Act,
the 1940 Act, the 1934 Act, and the provisions of the Charter, Constitution and
By-Laws of CREF, to be the principal underwriter of the Certificates. Pursuant
to this Agreement, Services is authorized to act on behalf of CREF and enter
into arrangements in connection with the distribution of CREF's Certificates and
the administration of CREF. Services agrees to use its best efforts to
distribute the Certificates, to advise existing participants in connection with
their CREF accumulations, and to provide assistance in designing, installing,
and providing administrative services for retirement plans for participating
institutions and participants.
(b) To the extent necessary to offer the
Certificates, Services shall be duly registered or otherwise qualified under the
securities laws of any state or other jurisdiction. The sales representatives of
Services shall be duly and
-2-
appropriately licensed, registered or otherwise qualified for the sale of
such Certificates under the federal securities laws, any applicable state
insurance laws and securities laws of each state or other jurisdiction in which
such Certificates may lawfully be sold and in which Services is licensed or
otherwise authorized to sell the Certificates. Services shall be responsible for
the training, supervision and control of its registered representatives for the
purposes of the NASD Rules of Fair Practice and federal and state securities law
requirements applicable in connection with the offering and sale of the
Certificates. In this connection, Services shall retain written supervisory
procedures in compliance with Section 27 of the NASD Rules of Fair Practice.
(c) Services agrees to offer the Certificates for
sale in accordance with the prospectuses therefor filed with the Securities and
Exchange Commission (the "Commission") then in effect.
(d) No payments made under the Certificates shall
be paid or remitted to Services.
2. BOOKS AND RECORDS
(a) CREF and Services shall cause to be maintained
and preserved all required books of account and related financial records as are
required by the 1934 Act, the NASD, and any other applicable laws and
regulations. All such books of account and records shall be maintained and
preserved pursuant to Rules 17a-3 and 17a-4 under the 1934 Act (or the
correspondent provisions of any future federal securities laws or regulations).
All such
-3-
books and records relating to the underwriting, sales, and distribution of the
Certificates shall be the property of Services for all purposes.
(b) Services shall have the responsibility for
maintaining the records of sales representatives licensed, registered and
otherwise qualified to sell the Certificates.
3. REPORTS
Services shall cause CREF to be furnished with such reports as
CREF may reasonably request for the purpose of meeting its reporting and
recordkeeping requirements under the insurance laws of the State of new York and
any other applicable states or jurisdictions.
4. ADMINISTRATIVE SERVICES
Subject to the supervision, direction and control of the Board
of Trustees of CREF ("Trustees"), and the provisions of the Charter,
Constitution, and By-Laws of CREF, Services will, directly or through its
agents, perform all administrative services in connection with the operation of
CREF, other than such services as are provided in connection with the management
of CREF's assets. These services include allocating premiums and making annuity
payments as they become due and related functions.
Nothing in this Section shall be construed to restrict CREF's
ability, at its own expense, to hire its own employees or to contract for
services to be performed by third parties.
-4-
5. REIMBURSEMENTS
Services shall be responsible for all expenses in connection
with furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on an annual rate agreed upon
from time to time between CREF and Services reflecting estimates of the cost of
such services and expenses with the objective of keeping the payments as close
as possible to actual expenses. As soon as is practicable after the end of each
quarter (usually within 30 days), the amount necessary to correct any
differences between the payments and the expenses actually incurred will be
determined. This amount will be paid by or credited to Services, as the case may
be, in equal daily installments over the remaining days in the quarter.
(a) For the services rendered and expenses incurred
in connection with distribution of the Certificates as provided herein, the
amount currently payable from the net assets of each Account each Valuation Day
for each Calendar Day of the Valuation Period ending on that Valuation Day will
be .0000822% (corresponding to an annual rate of 0.03% of average daily net
assets).
(b) For the services rendered and expenses incurred
in connection with administration as provided herein, the amount currently
payable from the net assets of each Account each Valuation Day for each Calendar
Day of the Valuation Period
-5-
ending on that Valuation Day will be .0006027% (corresponding to an annual rate
of 0.22% of average daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall each be defined as specified in CREF's
current Registration Statements.
6. REGULATION
(a) This Agreement shall be subject to the
provisions of the 1940 Act, the 1934 Act and the rules, regulations and ruling
thereunder, and of the NASD, as in effect from time to time, including such
exemptions and other relief as the Commission, its staff, or the NASD may grant,
and the terms hereof shall be interpreted and construed in accordance therewith.
Without limiting the generality of the foregoing, the term "assigned" shall not
include any transactions exempted from Section 15(b)(2) of the 1940 Act.
(b) Services shall submit to all regulatory and
administrative bodies having jurisdiction over the present and future operations
of CREF or the Accounts, any information, reports or other material which any
such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. Without limiting the generality of the
foregoing, Services shall furnish the SEC, the State of New York Secretary of
State and/or the Superintendent of Insurance with any information or reports
which the SEC, the Secretary of State and/or the Superintendent of Insurance may
request in order to ascertain
-6-
whether the operations of CREF are being conducted in a manner consistent with
any other applicable laws or regulations.
(c) Services shall for all purposes herein provided
be deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized herein, have no authority to act for or represent CREF in
any way or otherwise be deemed an agent for CREF.
7. INVESTIGATION AND PROCEEDINGS
(a) CREF and Services agree to cooperate fully in
any insurance or securities regulatory inspection, inquiry, investigation or
proceeding or any judicial proceeding with respect to CREF, Services, their
affiliates and their representatives to the extent that such inspection,
inquiry, investigation or proceeding is in connection with the Certificates
distributed under this Agreement.
(b) In the case of a customer complaint, Services
and CREF will cooperate in investigating such complaint and shall arrive at a
mutually satisfactory response.
8. LIMITATION OF LIABILITY
Services shall not be liable for any error of judgment or
mistake of law, or for any loss suffered by CREF in connection with the matters
to which this Agreement relates, except loss resulting from willful misfeasance,
bad faith or gross negligence on the part of Services in the performance of its
obligations and duties or by reason of its reckless disregard of its obligations
and duties under this Agreement. CREF shall not be liable for
-7-
any error of judgment or mistake of law, or for any loss suffered by Services in
connection with the matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
CREF in the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement. It is
understood that trustees, officers, agents and members of CREF are or may become
interested in Services as trustees, officers, agents, members, or otherwise, and
that the trustees, officers, agents, and members of Services may become
similarly interested in CREF; and that the existence of any such dual interest
shall not affect the validity of this Agreement or any transaction hereunder
except as provided in the Charter, Constitution, or By-Laws of CREF and
Services, respectively, or by the specific provisions of applicable law.
9. BENEFIT
This Agreement shall inure to the benefit of and be binding
upon the successors of the parties hereto.
10. NOTICES
All notices and other communications provided for hereunder
shall be in writing and shall be delivered by hand or mailed first class,
postage prepaid, addressed as follows:
(a) If to CREF -
College Retirement Equities Fund
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
-8-
(b) If to Services -
TIAA-CREf Individual & Institutional
Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. XxXxxxxxx
or to such other address as CREF or Services shall designate by written notice
to the other.
11. EFFECTIVE DATE AND TERM
This Agreement shall not become effective unless and until it
is approved by the Trustees, including a majority of Trustees who are not
parties to this Agreement or "interested persons" (as that term is defined in
the 0000 Xxx) of any such party to this Agreement. This Agreement shall come in
full force and effect on a date mutually agreed upon by the parties, but in no
event earlier than the date all regulatory approvals necessary for the
externalization of CREF's distribution and administrative services have been
obtained. Thereafter, this Agreement shall continue in effect for a period more
than two years from the date of its execution, only if its continuance is
approved annually by the vote of a majority of the Trustees who are not
"interested persons (as that term is defined in the 0000 Xxx) of any party to
this Agreement, cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated:
(a) by the Trustees, without the payment of any penalty,
upon 60 days' written notice to Services;
-9-
(b) by Services, without the payment of any penalty, upon 60
days' written notice to the Trustees; and
(c) at any time, upon the mutual consent of the parties
thereto. This Agreement shall terminate automatically in the
event of its assignment.
This Agreement may be amended, changed, waived, or discharged
as mutually agreed upon in writing by the parties from time to time; provided,
however, that any amendment of this Agreement shall not be effective until
approved by a majority of the Trustees, including a majority of Trustees who are
not parties to this Agreement or "interested persons" (as that term is defined
in the 0000 Xxx) of any such party to this Agreement.
Upon termination of this Agreement, all authorizations, rights
and obligations shall cease except (i) the obligation to settle accounts
hereunder, and (ii) the agreements contained in Section 7 hereof.
12. SEVERABILITY
If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
13. APPLICABLE LAW
This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of New York.
-10-
14. COUNTERPARTS
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall be deemed one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
______________________ By:_____________________________
Title: Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:______________________________
Title: Title:
-00-
XXXXXXXX
Xxxxxxxx to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services, Inc. and the College Retirement Equities
Fund, dated December 17, 1991, the parties to the Agreement mutually agree that
the Agreement shall come into full force and effect on January 1, 1992.
IN WITNESS WHEREOF, the College Retirement Equities Fund and
TIAA-CREF Individual & Institutional Services, Inc. have caused this Addendum to
the Agreement to be executed in their names and on their behalf and under their
trust and corporate seals by and through their duly authorized officers on the
day and year first above written.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
_______________________ By:______________________________
Title: Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:_______________________________
Title: Title:
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund ("CREF"), dated December 17, 1991, and resolution of the majority
of Trustees of CREF, including a majority of Trustees who are not parties to the
Agreement or "interested persons" (as that term is defined in the Investment
Company Act of 1940) of any such party to the Agreement, the parties to the
Agreement mutually agree that the Agreement shall be amended as set forth below,
effective concurrent with the effectiveness of the post-effective amendment
which is the 1992 annual update to the Registration Statement for CREF's
variable annuity certificates, except as otherwise noted below:
1. The second "Whereas" clause is amended to read as
follows:
WHEREAS, CREF is registered as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), and currently
consists of five investment portfolios (the "Accounts"): the Stock Account, the
Money Market Account, the Bond Market Account, the Social Choice Account, and
the Global Equities Account, and may consist of additional investment portfolio
in the future; and
2. Paragraph 5 of the Agreement is amended to read as follows:
5. REIMBURSEMENT
Services shall be responsible for all expenses in connection with
furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and other charges agreed upon from time to time between CREF and Services
reflecting estimates of the cost of such services and expenses with the
objective of keeping the payments as close as possible to actual expenses. As
soon as is practicable after the end of such quarter (usually within 30 days),
the amount necessary to correct any differences between the payments and the
expenses actually incurred will be determined. This amount will be paid by or
credited to Services, as the case may be, in equal daily installments over the
remaining days in the quarter.
(a) For the services rendered and expenses incurred in
connection with distribution of the Certificates as provided herein, the amount
currently payable from the net assets of each Account other than the Global
Equities Account (and, effective July 1, 1992, the amount payable from the
net assets of the Global Equities Account) each Valuation Day for each Calendar
Day of the Valuation Period ending on that Valuation Day will be .0000822%
(corresponding to an annual rate of 0.03% of average daily net assets).
(b) For the services rendered and expenses incurred in
connection with administration as provided herein:
(i) the amount currently payable from the net
assets of each Account other than the Global Equities Account (and, effective
July 1, 1992, the amount payable from the net assets of the Global Equities
Account) each Valuation Day for each Calendar Day of the Valuation Period ending
on that Valuation Day will be .0005205% (corresponding to an annual rate of
0.19% of average daily net assets); and
(ii) effective January 1, 1993, or as soon
thereafter as practical, the amount payable from the net assets of CREF shall be
$15.00 in the aggregate for each external transfer made under a Certificate in
excess of four external transfers under such Certificate during a calendar year.
This $15.00 deduction shall be allocated equally among all the CREF Accounts
from which amounts were transferred.
For purposes of this Agreement, "Valuation Day," "Calendar Day," and
"Valuation Period" shall be defined as specified in CREF's current Registration
Statements.
IN WITNESS WHEREOF, CREF and Services have caused this Amendment to the
Agreement to be executed in their names and on their behalf and under their
trust and corporate seals by and through their duly authorized officers
effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
_______________________ By:______________________________
Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:_______________________________
Title:
-2-
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund ("CREF"), dated December 17, 1991, as thereafter amended, and
pursuant to resolution of a majority of the Trustees of CREF, including a
majority of Trustees who are not parties to the Agreement or "interested
persons" (as that term is defined in the Investment Company Act of 1940) of any
such party to the Agreement, the parties to the Agreement mutually agree that
the Agreement shall be amended as set forth below, effective concurrent with the
effectiveness of the post-effective amendment which is the 1993 annual update to
the Registration Statement for CREF's variable annuity certificates, except as
otherwise noted below:
1. Paragraph 5 of the Agreement is amended to read as follows:
5. REIMBURSEMENT
Services shall be responsible for all expenses in connection
with furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and other charges agreed upon from time to time between CREF and Services
reflecting estimates of the cost of such services and expenses with the
objective of keeping the payments as close as possible to actual expenses. As
soon as is practicable after the end of such quarter (usually within 30 days),
the amount necessary to correct any differences between the payments and the
expenses actually incurred will be determined. This amount will be paid by or
credited to Services, as the case may be, in equal daily installments over the
remaining days in the quarter.
(a) For the services rendered and expenses incurred in
connection with distribution of the Certificates as provided herein, the amount
currently payable from the net assets of each Account each Valuation Day for
each Calendar Day of the Valuation Period ending on that Valuation Day will be
.0000822% (corresponding to an annual rate of 0.03% of average daily net
assets).
(b) For the services rendered and expenses incurred in
connection with administration as provided herein the amount currently payable
from the net assets of each Account each Valuation Day for each Calendar Day of
the Valuation Period ending on that Valuation Day will be .0005479%
(corresponding to an annual rate of 0.20% of average daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall be defined as specified in CREF's current
Registration Statements.
IN WITNESS WHEREOF, CREF and Services have caused this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and corporate seals by and through their duly authorized
officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
_______________________ By:______________________________
Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:_______________________________
Title:
-2-
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund ("CREF"), dated December 17, 1991, as thereafter amended, and
pursuant to resolution of a majority of the Trustees of CREF, including a
majority of Trustees who are not parties to the Agreement or "interested
persons" (as that term is defined in the Investment Company Act of 1940) of any
such party to the Agreement and have no direct or indirect financial interest in
the operation of CREF's distribution financing arrangement ("Plan") or in any
agreements related to the Plan, the parties to the Agreement mutually agree that
the Agreement shall be amended as set forth below, and approve the Agreement as
so amended, effective, except as otherwise noted below, upon execution of this
amendment by each party to the Agreement.
1. The second "Whereas" clause is amended to read as
follows:
WHEREAS, CREF is registered as an open-end management
investment company under the Investment Company Act of 1940 ("1940 Act"), and
currently consists of seven investment portfolios (the "Accounts"): the Stock
Account, the Money Market Account, the Bond Market Account, the Social Choice
Account, the Equity Index Account and the Global Equities Account, and may
consist of additional investment portfolio in the future; and
2. Paragraph 3 of the Agreement is amended to read as
follows:
3. REPORTS
Services shall cause CREF to be furnished with such
reports as CREF may reasonably request for the purpose of
meeting its reporting and recordkeeping requirements under the
insurance laws of the State of new York and any other
applicable states or jurisdictions and under the provisions of
the 1933 Act, the 1934 Act and the 1940 Act and the rules
thereunder.
3. Paragraph 11 of the Agreement is amended to read as
follows:
11. EFFECTIVE DATE AND TERM
This Agreement shall not become effective unless and until it
is approved by the Trustees, including a majority of Trustees who are not
parties to this Agreement or "interested persons" (as that term is defined in
the 0000 Xxx) of any such party to this Agreement. This Agreement shall come in
full force and effect on a date mutually agreed upon by the parties, but in no
event earlier than the date all regulatory approvals necessary for the
externalization of CREF's distribution and administrative services have been
obtained. Thereafter, this Agreement shall continue in effect for a period more
than two years from the date of its execution, only if its continuance is
approved annually by the vote of a majority of the Trustees who are not
"interested persons (as that term is defined in the 0000 Xxx) of CREF and have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated:
(a) by the Trustees, without the payment of any penalty,
upon 60 days' written notice to Services;
(b) by Services, without the payment of any penalty, upon 60
days' written notice to the Trustees;
(c) at any time, without the payment of any penalty, by the
vote of a majority of the Trustees who are not "interested
Persons" (as that term is defined in the 0000 Xxx) of CREF and
have no direct or indirect financial interest in the operation
of the Plan or in any agreements related to the Plan or by
vote of a majority of the outstanding voting securities of
CREF on not more than 60 days' written notice to the other
party to the Agreement; and
(d) at any time, upon the mutual consent of the parties
thereto.
This Agreement shall terminate automatically in the event of
its assignment. This Agreement may be amended, changed, waived, or discharged as
mutually agreed upon in writing by the parties from time to time; provided,
however, that any amendment of this Agreement shall not be effective until
approved by a majority of the Trustees, including a majority of Trustees who are
not parties to this Agreement or "interested persons" (as
-2-
that term is defined in the 0000 Xxx) of any such party to this Agreement.
Upon termination of this Agreement, all authorizations, rights
and obligations shall cease except (i) the obligation to settle accounts
hereunder, and (ii) the agreements contained in Section 7 hereof.
4. Effective concurrent with the effectiveness of the
post-effective amendment which is the 1994 annual update to the Registration
Statement for CREF's variable annuity certificates, Paragraph 5 of the Agreement
is amended to read as follows:
5. REIMBURSEMENT
Services shall be responsible for all expenses in connection
with furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and other charges agreed upon from time to time between CREF and Services
reflecting estimates of the cost of such services and expenses with the
objective of keeping the payments as close as possible to actual expenses. As
soon as is practicable after the end of each quarter (usually within 30 days),
the amount necessary to correct any differences between the payments and the
expenses actually incurred will be determined. This amount will be paid by or
credited to Services, as the case may be, in equal daily installments over the
remaining days in the quarter.
(a) For the services rendered and expenses incurred
in connection with distribution of the Certificates as provided herein, the
amount currently payable from the net assets of each Account (and, effective
July 1, 1994, the amount payable from the net assets of the Equity Index Account
and the Growth Account) each Valuation Day for each Calendar Day of the
Valuation Period ending on that Valuation Day will be 0.0000822% (corresponding
to an annual rate of 0.03% of average daily net assets).
(b) For the services rendered and expenses incurred
in connection with administration as provided herein, the amount currently
payable from the net assets of each Account (and, effective July 1, 1994, the
amount payable from the net assets of the Equity Index Account and the Growth
Account) each Valuation Day for each Calendar Day of the Valuation Period
- 3 -
ending on that Valuation Day will be 0.0005205% (corresponding to an annual rate
of 0.19% of average daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall be defined as specified in CREF's current
Registration Statements.
IN WITNESS WHEREOF, CREF and Services have caused this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and corporate seals as of this 15th day of March, 1994 by and
through their duly authorized officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
_______________________ By:______________________________
Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:_______________________________
Title:
-4-
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund ("CREF"), dated December 17, 1991, as thereafter amended, and
pursuant to resolution of a majority of the Trustees of CREF, including a
majority of Trustees who are not parties to the Agreement or "interested
persons" (as that term is defined in the Investment Company Act of 1940) of any
such party to the Agreement and have no direct or indirect financial interest in
the operation of CREF's distribution financing arrangement ("Plan") or in any
agreements related to the Plan, the parties to the Agreement mutually agree that
the Agreement shall be amended as set forth below, and approve the Agreement as
so amended, effective, except as otherwise noted below, upon execution of this
amendment by each party to the Agreement.
1. REIMBURSEMENT
Services shall be responsible for all expenses in connection
with furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and other charges agreed upon from time to time between CREF and Services
reflecting estimates of the cost of such services and expenses with the
objective of keeping the payments as close as possible to actual expenses. As
soon as is practicable after the end of such quarter (usually within 30 days),
the amount necessary to correct any differences between the payments and the
expenses actually incurred will be determined. This amount will be paid by or
credited to Services, as the case may be, in equal daily installments over the
remaining days in the quarter.
(a) For the services rendered and expenses incurred in
connection with distribution of the Certificates as provided herein, the amount
currently payable from the net assets of each Account each Valuation Day for
each Calendar Day of the Valuation Period ending on that Valuation Day will be
0.0000822% (corresponding to an annual rate of 0.03% of average daily net
assets).
(b) For the services rendered and expenses incurred in
connection with administration as provided herein the amount currently payable
from the net assets of each Account each Valuation Day for each Calendar Day of
the Valuation Period ending on that Valuation Day will be 0.0005479%
(corresponding to an annual rate of 0.20% of average daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall be defined as specified in CREF's current
Registration Statements.
IN WITNESS WHEREOF, CREF and Services have caused this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and corporate seals as of this 16th day of April, 1996 by and
through their duly authorized officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
Attest:
_______________________ By:______________________________
Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, INC.
(seal)
Attest:
______________________ By:_______________________________
Title:
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services, Inc. ("Services") and the College
Retirement Equities Fund ("CREF"), dated December 17, 1991, as thereafter
amended, and pursuant to resolution of a majority of the Trustees of CREF,
including a majority of Trustees who are not parties to the Agreement or
"interested persons" (as that term is defined in the Investment Company Act of
1940) of any such party to the Agreement and have no direct or indirect
financial interest in the operation of CREF's distribution financing arrangement
("Plan") or in any agreements related to the Plan, the parties to the Agreement
mutually agree that the Agreement shall be amended as set forth below, and
approve the Agreement as so amended, effective, except as otherwise noted below,
upon execution of this amendment by each party to the Agreement.
1. Reimbursement
Services shall be responsible for all expenses in
connection with furnishing distribution and administrative services to CREF.
CREF shall reimburse Services for the cost of such services and the amount of
such expenses through daily payments (as described below) based on the expense
deduction rates and other charges agreed upon from time tot time between CREF
and Services reflecting estimates of the cost of such services and expenses
with the objective of keeping the payments as close as possible to actual
expenses. As soon as is practicable after the end of each quarter (usually
within 30 days), the amount necessary to correct any differences between the
payments and the expenses actually incurred will be determined. This amount
will be paid by or credited to Services, as the cases may be, in equal daily
installments over the remaining days in the quarter.
(a) For the services rendered and expenses incurred in
connection with distribution of the Certificates as provided herein, the
amount currently payable from the net assets of each Account each Valuation
Day for each Calendar Day of the Valuation Period ending on that Valuation Day
will be 0.0000822W (corresponding to an annual rate of 0.03~ of average daily
net assets).
(b) For the services rendered and expenses incurred in
connection with administration as provided herein, the amount
currently payable from the net assets of each Account each 7aluation Day for
each Calendar Day of the Valuation Period ending on that Valuation Day will be
0.0005753~~ (corresponding to an annual rate of 0.21t of average daily net
assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall each be defined as specified in CREF's
current Registration Statement.
IN WITNESS WHEREOF, CREF and Services have caused this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and corporate seals as of this day of , 199_ by and through
their duly authorized officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
ATTEST:
________________________ By: ______________________________
TIAA-CREF INVESTMENT MANAGEMENT, INC.
(seal)
ATTEST:
_______________________ By: ______________________________
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between
TIAA-CREF Individual & Institutional Services, Inc. ("Services") and the
College Retirement Equities Fund ("CREF"), dated December 17, 1991, as
thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF, including a majority of Trustees who are not parties to
the Agreement or t~interested persons" (as that term is defined in the
Investment Company Act of 1940) of any such party to the Agreement and have
no direct or indirect financial interest in the operation of CREF's
distribution financing arrangement ("Plan") or in any agreements related to
the Plan, the parties to the Agreement mutually agree that the Agreement
shall be amended as set forth below, and approve the Agreement as so
amended effective upon execution of this amendment by each party to the
Agreement.
1. The second "Whereag" clause of the Agreement is amended to read
as follows:
WHEEREAS, CREF is registered as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), and currently
consists of eight investment portfolios (the "Accounts"): the Stock Account,
the Money Market Account, the Bond Market Account, the Social Choice
Account, the Global Equities Account, the Equity Index Account, the Growth
Account and the Inflation-Linked Bond Account, and may consist of additional
investment portfolios in the future.
IN WITNESS WHEREOF, CREF and Services have caused this Amendment
to the Agreement to be executed in their names and on their behalf and under
their trust and corporate seals as of this 15th day of April, 1997 by and
through their duly authorized Officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
(seal)
ATTEST:
/s/Xxxxxxx X. Xxxxxx /s/Xxxxx X. Xxxxxxx
________________________ By: ______________________________
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Title: Senior Vice President
and Chief Counsel,
Investments
TIAA-CREF INVESTMENT MANAGEMENT, INC.
(seal)
ATTEST:
/s/Xxxxxxx X. Xxxxxx /s/Xxxx Xxxx
_______________________ By: ______________________________
Xxxxxxx X. Xxxxxx Xxxx Xxxx
Title: Secretary
