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ADMINISTRATION AGREEMENT
Agreement dated as of _____________ by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Administrator"), and
TIAA-CREF Institutional Mutual Funds (the "Fund").
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to furnish certain
administrative services to the Fund on its behalf, and the Administrator is
willing to furnish such services, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as administrator with
respect to the Fund for purposes of providing certain administrative services
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to render the services stated herein.
The Fund will initially consist of the portfolios (each an "Investment
Fund") listed in Schedule A to this Agreement. In the event that the Fund
establishes one or more additional Investment Funds with respect to which the
Fund wishes to retain the Administrator to act as administrator hereunder, the
Fund shall notify the Administrator in writing and such Investment Fund shall
become subject to the provisions of this Agreement to the same extent as the
existing Investment Funds, except with respect to compensation as otherwise
provided in the Fee Schedule.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of each of the
following documents and all future amendments and supplements, if any:
a. The Fund's Declaration of Trust;
b. The Fund's registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act and the Fund's
Prospectus(es) and Statement(s) of Additional Information relating
to all Investment Funds and all amendments and supplements thereto
as in effect from time to time;
c. Certified copies of the resolutions of either the Board of
Trustees of the Fund
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(the "Board") approving (1) the Fund entering into this Agreement
and (2) certain individuals on behalf of the Fund to (a) give
instructions to the Administrator pursuant to this Agreement and
(b) sign checks and pay expenses;
d. A copy of the investment management agreement between the Fund and
its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
3. REPRESENTATION, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR
The Administrator represents, warrants and covenants to TIAA that:
a. The Administrator is a trust company duly organized, validly
existing and in good standing under the laws of the Commonwealth
of Massachusetts.
b. The Administrator has the corporate power and authority to carry
on its business in the Commonwealth of Massachusetts as it is
currently conducted.
c. The Administrator has the legal right and power and has taken all
requisite corporate action necessary to authorize its execution,
delivery and performance of this Agreement.
d. No consent, approval or action of, or filing with or notice to,
any governmental or regulatory authority or any other person is
required on the part of the Administrator in connection with the
execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.
e. No legal or administrative proceedings have been instituted or, to
the knowledge of the Administrator, threatened against the
Administrator that would impair the Administrator's ability to
perform its duties and obligations under this Agreement.
f. The Administrator's execution, delivery and performance of this
Agreement shall not cause a material breach or materially conflict
with any other agreement or obligation of the Administrator or any
law or regulation applicable to it.
g. The Administrator has and will continue to have access to, and
will take the commercially reasonable steps necessary to ensure
appropriate maintenance of,
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the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It has the corporate power and authority under applicable laws and
by its charter and by-laws to enter into and perform this
Agreement.
b. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement.
c. The Fund is a business trust, duly organized and existing and in
good standing under the laws of the State of Delaware.
d. The Fund is an investment company properly registered under the
1940 Act.
e. A registration statement under the 1933 Act and the 1940 Act has
been filed by the Fund and will be effective prior to the initial
offering of the Fund's shares to the public and will remain
effective while the Fund's shares are offered to the public.
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement.
g. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation
of the Fund or any law or regulation applicable to it.
h. As of the date of this Agreement, the Fund is authorized to issue
shares of beneficial interest, and it will initially offer shares,
in the authorized amounts as set forth in Schedule A to this
Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each case,
subject to the control and direction of the Fund and the review and comment by
the Fund's independent accountants and legal counsel and in accordance with
procedures which may be established from time to time between the Fund and the
Administrator:
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a. Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time to
time by the Board;
b. Oversee the maintenance by the Fund's custodian of certain books
and records of the Fund as required under Rule 31a-1(b) of the
1940 Act;
c. Prepare the Fund's federal, state and local income and excise tax
returns for review by the Fund's independent accountants and
officers and filing by a Fund officer or representative;
d. Review calculation and appropriateness, submit for approval by
officers of the Fund and arrange for payment of the Fund's
expenses;
e. Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be
sent to Fund shareholders, and consult with Advisors regarding
arrangements for the printing and dissemination of such reports
and communications to shareholders;
f. Prepare for review by officers of and legal counsel for the Fund:
(1) the Fund's periodic financial reports required to be filed
with the U.S. Securities and Exchange Commission ("SEC") on Form
N-SAR and file thereafter; and (2) financial information required
by Form N-1A and such other reports, forms or filings as may be
mutually agreed upon;
g. Prepare and distribute reports to officers of the Fund relating to
the business and affairs of the Fund as may be mutually agreed
upon;
h. Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
i. Oversee and review calculations of fees paid to and any
out-of-pocket expenses charged by the Fund's custodian and
Transfer Agent;
j. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the
accounting policies of the Fund;
k. Provide periodic testing of portfolios as may be mutually agreed
upon, to assist the Fund's investment manager in complying with
Internal Revenue Code mandatory qualification requirements, the
requirements of the 1940 Act and Fund prospectus limitations,
prepare and disseminate to the officers of the Fund
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reports providing the results of such testing, prepare and
distribute to officers of the Fund for review, reports determining
the amount, if any, of the Fund's required annual distribution to
shareholders and prepare and disseminate to the officers of the
Fund such other reports as may be agreed upon from time to time
and as are set forth in Schedule B to this Agreement. Details of
the scope of the services provided by the Administrator hereunder
shall be documented in the Fund Profile as agreed to by the Fund
and the Administrator from time to time;
Subject to review and comment by the Fund's legal counsel:
l. Make Board presentations where appropriate;
m. Prepare for review by officers of the Fund and file or assist in
filing thereafter Rule 24f-2 notices with the SEC; and
n. Assist the Fund in the handling of routine regulatory examinations
and work closely with the Fund's legal counsel in response to any
non-routine regulatory matters.
The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such compensation for the
Administrator's services provided pursuant to this Agreement as may be mutually
agreed to by the parties from time to time in a separate fee schedule (the "Fee
Schedule").
The Fund agrees to promptly reimburse the Administrator for any equipment
and supplies specially ordered by the Administrator upon the Fund's written
request or approval and for any other expenses not contemplated by this
Agreement that the Administrator may incur on the Fund's behalf at the Fund's
written request or approval.
The Administrator will bear all expenses that are incurred in the
performance of its duties under this Agreement and not specifically assumed by
the Fund. Except as noted herein, expenses to be borne by the Fund are: cost of
services of the Fund's independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment company
and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Fund directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Fund; investment management fees; taxes, insurance premiums
and other fees and expenses applicable to the Fund's operation; costs incidental
to any meetings of the Fund's shareholders including, but not limited to, legal
and accounting
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fees, proxy filing fees and the costs of preparation, printing and mailing of
any proxy materials; costs incidental to Board meetings; the salary and expenses
of any officer or employee of the Fund; costs incidental to the preparation,
filing, printing and distribution of the Fund's registration statements and any
amendments thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation and filing of the Fund's tax returns, Forms
N-1A and N-SAR, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; and fidelity bond and directors' and officers' liability insurance.
The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts or
omissions of any such person or persons as it is for its own acts or omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to authorized officers of the
Fund for instructions and may consult with in-house legal counsel for the Fund
or the independent accountants for the Fund or at its own cost may consult with
its own legal counsel, with respect to any matter arising in connection with the
services to be performed by the Administrator under this Agreement. The
Administrator shall not be liable, and shall be indemnified by the Fund, for any
action taken or omitted by it in good faith and with reasonable care and without
negligence in reliance upon any such instructions or advice or upon any paper or
document reasonably believed by it to be genuine and to have been signed by the
proper person or persons; provided however, with respect to the performance of
any action or omission of any action upon such legal advice by its own counsel,
the Administrator shall be required to conform to the standard of care set forth
herein and further provided that the Administrator shall follow the advice of
the Fund's in-house legal counsel in instances where the advice of the Fund's
in-house legal counsel and the Administrator's legal counsel differ. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Fund. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.
8. STANDARD OF CARE, LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall exercise reasonable care and diligence in
carrying out the provisions of this Agreement. The Administrator shall be
responsible for the performance of only such duties as are set forth in this
Agreement and, except as otherwise provided under Section 6, shall have no
responsibility for the actions or activities of any other party, including other
service providers. The Administrator shall have no liability for any error of
judgment or mistake of law or for any loss or damage resulting from the
performance of or failure to perform its duties hereunder unless caused by or
resulting from the negligence, willful misconduct or bad faith of the
Administrator, its officers, employees or others provided under Section 6. The
Administrator shall not be liable for any special,
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indirect, incidental, or consequential damages of any kind whatsoever
(including, without limitation, attorneys' fees) under any provision of this
Agreement or for any such damages arising out of any act or failure to act
hereunder. In any event, for any liability or loss suffered by the Fund
including, but not limited to, any liability relating to qualification of the
Fund as a regulated investment company or any liability relating to the Fund's
compliance with any federal or state tax or securities statute, regulation or
ruling, the Administrator's liability under this Agreement shall be limited to
its total annual compensation earned by and fees paid to the Administrator
hereunder during the twelve months preceding the date of the agreement of
settlement of the claim or date of entry of final judgment, provided that in the
event that such compensation is less than two million dollars and liabilities or
losses suffered by the Fund exceed such compensation, the Administrator shall be
liable for up to two million dollars of such liabilities or losses, and further
provided that in the event that both such compensation and liabilities or losses
exceed ten million dollars, the Administrator's liability hereunder shall be
limited to ten million dollars.
The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement caused by acts of
God, by equipment or transmission failure reasonably beyond its control or by
other circumstances reasonably beyond its control, except to the extent that the
Administrator shall have failed to use its best efforts to undertake
commercially reasonable efforts to minimize the likelihood of occurrence of such
circumstances or to mitigate any loss or damage caused to the Fund by such
circumstances.
The Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by the Administrator in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed by
it to have been duly authorized by authorized officers of the Fund, provided
that this indemnification shall not apply to actions or omissions of the
Administrator, its officers or employees in cases of its or their own
negligence, willful misconduct or bad faith.
The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Fund and the Administrator
agree that the retention of such counsel is required as a result of a conflict
of interest. The Administrator shall not settle any action, suit, claim or
demand which indemnity may be sought hereunder without the prior written
approval of the Fund, which approval shall not be unreasonably withheld.
In addition to the liability of the Administrator under this Section 8,
the Administrator shall also be liable to the Fund for all reasonable
out-of-pocket costs and expenses incurred by the Fund in connection with any
claim by the Fund against the Administrator arising from the obligations of the
Administrator hereunder, including, without limitation, all reasonable
attorneys' fees and expenses
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incurred by the Fund in asserting any such claim, and out-of-pocket expenses
incurred by the Fund in connection with any lawsuits or proceedings relating to
such claim, provided that the Fund has recovered from the Administrator for such
claim.
The indemnification provisions contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Fund. The Administrator further agrees that it shall use
such records and information solely for the purposes authorized in this
Agreement.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
Without derogating any of the Administrator's responsibilities under this
Agreement, the Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
the Fund. In performing all services under this Agreement, the Administrator
shall act in conformity with the Fund's Declaration of Trust and any amendments
thereto, Board authorizations and determinations and the fundamental policies of
the Fund as reflected in the Fund's registration statement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator agrees that all records which it maintains for the Fund shall at
all times remain the property of the Fund, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Fund pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form or such other
formats as reasonably requested by the Fund.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others; provided however that the Administrator shall equitably allocate its
resources in supplying services to the Fund and others. The Administrator shall
be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Fund from time to time, have no authority
to act or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
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12. INSPECTION AND AUDITS
The Administrator shall permit the Fund's representatives, during the
term of this Agreement, upon reasonable prior notice, to conduct periodic
inspections of any properties, documents, books, reports workpapers and other
records of the Fund in the possession of the Administrator relating to any
service, product or work provided to the Fund by the Administrator in connection
with this Agreement.
The Administrator agrees to provide reasonable notice to the Fund of any
meeting between the Administrator and the Fund's independent accountants and to
allow representatives of the Fund to attend any such meeting.
The Administrator agrees to furnish to the Fund annual reports under SAS
70 prepared by an independent auditing firm.
13. NOTIFICATION OF CONTACTS BY REGULATORS
The Administrator shall promptly notify the Fund of any and all legal
notices received by or served on the Administrator with respect to the Fund. The
Administrator shall promptly notify the Fund of all other contacts received by
the Administrator from any regulatory department or agency or other governmental
authority purporting to regulate the Fund and not the Administrator, regarding
the Administrator's duties and activities under this Agreement. The
Administrator will cooperate with the Fund's representatives in responding to
these contacts, with the Fund responsible for the costs and expenses thereof.
14. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective as of the date first written above.
The Agreement shall remain in effect for a period of three (3) years from the
effective date provided, however, that: (i) either party may terminate this
Agreement without prejudice to any other remedy it may have, upon the material
breach of this Agreement provided, however, that the non-breaching party shall
have given the breaching party written notice of such breach and that the
breaching party cannot or shall not have cured to the reasonable satisfaction of
the non-breaching party any such breach within thirty (30) days of such notice;
and (ii) the Administrator shall have the right to terminate this Agreement upon
the termination by the Fund of the Custodian Contract between the Administrator
and the Fund dated June 11, 1999 within the first three years of effectiveness
of the Custodian Contract. Termination shall become effective in 120 days after
the end of the 30 day cure period in the case of (i) above and concurrently with
effective termination of the Custodian Contract in the case of (ii) above. This
Agreement shall automatically continue in effect after such three period unless
terminated by the Fund on ninety (90) days' prior written notice to the
Administrator, or by the Administrator on one hundred eighty (180) days' prior
written notice to the Fund, with such termination to be effective at the time
specified in the written notice. Termination of this Agreement with respect to
any given Investment Fund shall in no way affect the continued validity of this
Agreement with respect to any other Investment Fund. Administrator shall, at
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the Fund's expense, transfer all records maintained by the Administrator under
this Agreement and shall cooperate in the transfer of its duties and
responsibilities under this Agreement. This Agreement may be modified or amended
from time to time by mutual written agreement of the parties hereto.
15. YEAR 2000
The Administrator will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state of the art
technology to offer products that are Year 2000 compliant, including, but not
limited to, century recognition of dates, calculations that correctly compute
same century and multi-century formulas and date values, and interface values
that reflect the date issues arising between now and the next one hundred years.
If any changes are required, the Administrator will make the changes to its
products at no cost to the Fund and in a commercially reasonable time frame and
will require third-party suppliers to do likewise.
16. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund: TIAA-CREF Institutional Mutual Funds, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: TIAA-CREF Institutional Mutual Funds Product Manager, with a copy
to General Counsel, fax: (000) 000-0000; if to the Administrator: State Street
Bank and Trust Company, 0 Xxxxxx xx Xxxxxxxxx, Xxxxxx XX 00000-0000, Attn:
Mutual Funds Legal Division, fax: (000) 000-0000.
17. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party.
18. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Fund and the Administrator and their respective permitted assigns.
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19. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
20. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
21. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
22. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
23. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
24. LIMITATION OF LIABILITY OF TRUSTEES AND SHAREHOLDERS
The parties agree that the obligations of the Fund under the Agreement
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Fund personally, but bind only the trust property of
the Fund. The execution and delivery of this Agreement have been authorized by
the Trustees of the Fund and signed by an officer of the Fund, acting as such,
and neither such authorization nor such execution and delivery shall be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the trust property of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By:
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Name:
---------------------------
Title:
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STATE STREET BANK AND TRUST COMPANY
By:
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Name:
---------------------------
Title:
--------------------------
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ADMINISTRATION AGREEMENT
TIAA-CREF LIFE FUNDS
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
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VM1P Institutional International Equity Fund Unlimited number of shares of all
Investment Funds
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VM1Q Institutional Growth Equity Fund
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VM1R Institutional Growth and Income Fund
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VM1S Institutional Equity Index Fund
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VM1U Institutional Social Choice Equity Fund
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VM1V Institutional Bond Fund
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VM1W Institutional Money Market Fund
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SCHEDULE B
TIAA-CREF
LISTING OF REPORTS PREPARED BY
STATE STREET FUND ADMINISTRATION DEPARTMENT
REPORT NAME FREQUENCY
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Reports on Compliance with SEC and IRS
Restrictions in accordance with the Fund Profile Monthly or more frequently, if
requested and agreed to by the parties.
Annual and Semi-Annual Financial Statements Bi-Annually
Form N-SAR Bi-Annually
24f-2 Filing Report Annually
Form 1099 Misc. Annually
Form 1096 Annually
Form 1042 and 1042S Annually
Form 1902-AP Annually
Form 1902-b Annually
Form 8613 Annually
Form 2758 As needed
Form 1120 RIC Annually
Form 7004 As needed
Sec. 852(b)(3)(C) Notification As needed
State and local income and excise tax filings As needed
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