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FORM N-4, ITEM 24(b)
8.47 Form of Selling Group Agreement between Teachers Advisors, Inc., Teachers
Personal Investors Services, Inc., OneAmerica Securities, Inc. and American
United Life Insurance Company(R)
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Teachers Personal Investors Services, Inc.
Distributor of TIAA-CREF Mutual Funds 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
SELLING GROUP AGREEMENT
AGREEMENT, made as of December 21, 2009, among Teachers Personal Investors
Services, Inc. ("Distributor"), Teachers Advisors, Inc. ("TAl"), OneAmerica
Securities, Inc. ("Dealer"), CRD Number 4173, and American United Life Insurance
Company ("AULIC") (each, a "Party").
This Selling Group Agreement is intended to facilitate the purchase, sale,
exchange and transfer of shares ("Shares") of the series and classes of the
TIAA-CREF Funds (the "Trust") listed in Exhibit A (each, a "Fund" and, together,
the "Funds"). Distributor may periodically change the list of Funds by giving
you written notice of the change
Dealer wishes to make Shares of the Funds available to its customers, the
separate accounts of AULIC ("Customers") and shall purchase, sell, exchange and
transfer Shares from Distributor based on orders and instructions Dealer
receives from Customers from time to time.
Distributor is the principal underwriter of the Shares of the Funds, and wishes
to make Shares of the Funds available to the Customers, all upon the terms and
conditions set forth below. TAl is the investment advisor and administrator for
the Retirement Class Shares of the Funds
1.
Purchases of Shares of the Funds for Sale to Customers
(a)
In offering and selling Shares of the Funds to Customers, Dealer agrees to act
as dealer for its own account; Dealer is not authorized to act as agent for
Distributor, TAl or for any Fund.
(b)
Dealer shall offer and sell Shares of the Funds to Customers only in accordance
with the terms and conditions set forth in each Fund's current prospectus, which
incorporates the relevant Statement of Additional Information by reference
(together, the "Prospectus"). Dealer agrees to deliver or cause to be delivered
to each Customer, at or prior to the time of any purchase of Shares, a copy of
the then current prospectus, unless such prospectus has already been delivered
to the customer, and to each Customer who so requests, a copy of the then
current Statement of Additional Information.
(c)
Dealer shall purchase Shares of the Funds from Distributor only to cover
purchase orders that Dealer has already received from Customers, or for Dealer's
own investment. Dealer further agrees not to purchase any Shares of Funds from
Customers at a price lower than the applicable redemption price, determined in
the
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manner described in the Prospectus. Dealer will not withhold placing Customers'
orders so as to profit as a result of such withholding (for example, by a change
in a Fund's net asset value from that used in determining the offering price to
Customers). Dealer represents that any order, instruction and/or related
information transmitted to Distributor by Dealer for the purchase, redemption or
exchange of Shares of the Funds has been authorized by Customers.
2. Order Acceptance and Rejection. Dealer agrees that all purchase orders for
Shares of the Funds are subject to acceptance or rejection by Distributor or the
Trust, in their respective sole discretion, and if accepted, become effective
only upon confirmation by Distributor. The Funds or Distributor also may reject
or delay redemption orders to the extent permitted by applicable law.
Distributor will not accept any conditional orders for the purchase, sale,
exchange or transfer of Shares of the Funds or any such orders subject to any
delay or contingency prior to execution.
3. Authority of Funds' Prospectus. To the extent the Prospectus contains
provisions that are inconsistent with the terms of this Selling Group Agreement,
the terms of the Prospectus shall be controlling.
4.
Dealer Compensation
(a) Dealer's compensation, if any, on sales of Shares of the Funds will be as
provided in the Exhibits to this Agreement. Upon advance written notice to
Dealer, Distributor may change or discontinue any schedule of compensation or
concessions, or issue a new schedule.
(b) If certain Funds or classes of the Funds have an active plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (a "Plan"), and Dealer sells
those Funds or classes, then Distributor may make distribution payments or
service payments to Dealer under the Plan. In that event, Distributor and Dealer
will comply with the terms of an Addendum to this Agreement that sets out the
terms and operation of the Plan, and payments that can be made to Distributor in
more detail. If a Fund does not have a currently effective Plan, Distributor may
make distribution payments or service payments to Dealer from its own funds.
(c) Any service payments made to Dealer by Distributor or TAl are made in
consideration for personal services and/or account maintenance or recordkeeping
services provided by Dealer to Customers.
(d) If any Shares of the Funds sold to Customers are redeemed by the issuing
Fund or tendered for redemption by the customer within seven (7) business days
after the date of the original purchase order for such Shares, Dealer shall
refund promptly to Distributor the full amount of any concession, distribution
payment or service payment allowed or paid to Dealer on such shares and if not
yet allowed or paid to Dealer, to forfeit the right to receive any concession,
distribution payment, or service payment allowable or payable to Dealer on such
Shares.
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5.
Sales and Pricing of Shares; Reporting; Share Class Eligibility.
(a) Orders for transactions in Shares of the Funds received in good order by
Distributor shall be effected at the net asset value next determined after such
good order is received, unless an order is otherwise rejected in accordance with
Section 2 of this Selling Group Agreement.
(b) Dealer agrees to follow any written guidelines or standards relating to the
receipt of instructions and transmission of orders regarding transactions in
Shares of the Funds as may be provided to Dealer by Distributor, as well as to
follow any applicable federal and/or state securities laws, rules or regulations
governing Dealer's activities hereunder. Dealer shall transmit orders for Shares
of the Funds only with the Funds or Distributor (or their designated agents),
shall date and time stamp all instructions for transactions in Shares of the
Funds received by Dealer from the Customers, and promptly shall transmit orders
for transactions in Shares of the Funds based on such instructions, in
accordance with this Agreement and the Prospectus of the Funds. As required by
applicable law, Dealer or its designee shall confirm the transaction with the
Customers, with such confirmation to be based on the net asset value per Share
provided to Dealer in writing by the Funds, Distributor or their designated
agent in accordance with this Agreement.
(c) Dealer agrees to furnish Distributor with such information as Distributor
may reasonably request from time to time in order for Distributor to verify
Dealer's compliance with the terms ofthis Agreement (including, without
limitation, periodic certifications confirming the provision of Dealer's
record-keeping services to its customers in a manner consistent with the terms
of this Agreement).
(d) Distributor agrees to purchase and sell the Shares of the Funds identified
on Exhibit A to Dealer for resale or repurchase to Customers only in accordance
with the current eligibility requirements, as specified in the Prospectuses for
the Funds, which requirements may be modified by Distributor from time to time
in its discretion. On a quarterly basis and as otherwise requested by
Distributor from time to time, Dealer shall submit to Distributor a report
listing (i) each Customer that beneficially owns Shares through Dealer, and (ii)
the amount of each class of Shares of the Funds held by Dealer for each such
Customer (in dollars and shares). This information will be provided separately
for each Fund and each account maintained by Dealer. Distributor reserves the
right to discontinue availability of Shares of any of the Funds at any time and
for any reason without prior notice.
6. Transaction Processing Procedures. Transactions in Shares of the Funds will
normally follow National Securities Clearing Corporation's ("NSCC") Fund/SERV
Processing Procedures. The rules and procedures ofNSCC shall govern transactions
of Shares of the Funds through NSCC by Dealer. Shares of the Funds shall be
transacted and serviced on an Omnibus Level 0 basis on the NSCC FundiSERV system
unless otherwise agreed to in writing by both
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parties. In the event of equipment failure or technical malfunction of NSCC or
either Party, or either Party's inability to otherwise perform transactions
pursuant to NSCC's FundlSERV Processing Procedures, upon the parties' mutual
consent, which consent shall be in a writing signed by both parties, the parties
shall follow the Manual Processing Procedures outlined in Exhibit C in
processing transactions in Shares of the Funds.
7. Payment for Purchase of Shares. Payment for the purchase of Shares of the
Funds shall be in Federal funds, received through NSCC's standard mutual fund
settlement procedures by the Funds' transfer agent on the first business day
following placement by Dealer of a Customer's order to purchase such Shares. If
such payment is not received within the time frame referenced above, the
Distributor and the Funds reserve the right, without notice, to immediately
cancel the sale, or at the Distributor's option, to sell the Shares of the Funds
ordered by Dealer back to the Funds, at the then current net asset value, in
which case Dealer agrees to be responsible for any losses, charges, costs, fees,
interest or other expenses suffered by Distributor or the Funds resulting from
Dealer's failure to make payment as described above, including losses as a
result of portfolio transactions effected by the Funds based upon the
anticipated net purchase of Shares of the Funds.
8.
Provision of Sales Material.
(a) Except as provided below in subsection (b), Dealer shall have no authority
to make any representations concerning Shares of the Funds except such
representations as may be contained in the Funds' then current Prospectus, and
in such other printed information as the Funds or Distributor distribute to
Dealer for public use. Except for the Prospectus and other materials provided by
the Funds or Distributor to Dealer, and as provided below in subsection (b),
Dealer shall have no authority to distribute or publish any materials relating
to the Funds or any of its Shares through any electronic or non-electronic
medium (including without limitation, promotional materials, sales literature,
advertisements, press releases, announcements, posters, signs and other similar
materials) without the prior written approval of Distributor.
(b) Dealer may, without written approval from Distributor: (i) list the names of
the Funds in its marketing or enrollment documents and (ii) use information
concerning the Funds obtained from the then current Prospectus or publicly
available databases maintained by Morningstar, Inc. Ibbotson, and others
commonly used in the securities industry, and derivative information from such
databases, in Dealer's fund fact sheets and other descriptive materials
concerning the Funds, provided that, to the extent the information comes ttom
such a database, Dealer identifies the database as the direct or indirect source
of such data. Dealer will provide any other sales literature or promotional
material prepared by or on behalf of Dealer in which Distributor or any Fund is
named, at least ten (10) business days prior to its proposed use, for
Distributor's review and approval, which shall not be unreasonably withheld.
Dealer acknowledges and agrees that, notwithstanding Distributor's review and
approval, Dealer is responsible for the content of such literature or materials
and their compliance with applicable law and FINRA Rules.
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(c) Dealer may not distribute or make available to Customers any information
provided by Distributor to Dealer marked "For Dealer Use Only" or that otherwise
indicates that is confidential or not intended to be distributed to investors.
(d) Distributor remains the owner with all right, title and interest in any
sales literature or advertising materials furnished by Distributor to Dealer,
whether furnished directly or approved by Distributor in writing. Dealer shall
use any sales literature or advertising materials only in the form and manner
furnished by Distributor and not to create or disseminate any derivative
materials without Distributor's express written approval. Distributor is not
responsible for the content of any such derivative materials.
(e) Upon written notice from Distributor or the termination of this Agreement,
Dealer shall cease immediately all use of any sales literature or advertising
materials furnished or approved in writing by Distributor and shall destroy, at
Dealer's expense, such sales literature or advertising materials. Dealer shall
provide Distributor will a written certification, upon request, that all such
sales literature and advertising materials have been destroyed, except to the
extent that Dealer may be required to retain copies to comply with applicable
law.
(f) Dealer grants Distributor the right, solely for the duration of this
Agreement, to use its name and logo in a (full or representative) list of firms
who act as an intermediary for the Funds.
9. Qualification of Funds' Shares. Dealer shall have no responsibility for the
qualification of Shares of the Funds in the various states, including the filing
of state notices respecting such Shares. Dealer may not sell Shares of the Funds
in states or territories in which Shares have not been qualified for sale.
Distributor shall provide Dealer with a list, as may be updated from time to
time, of states and territories in which Shares of the Funds have been qualified
for sale. If required in the future for compliance with applicable blue sky law,
Dealer shall, if requested by the Distributor, furnish the Funds or its designee
with monthly written statements of the number of Shares of each Fund purchased
in the various jurisdictions on behalf of Customers in which a fixed (as opposed
to unlimited) number of Fund Shares are covered by notice filings or in which
sales reports are required by such jurisdictions.
10. Dealer Services. Dealer shall provide shareholder, administration and
recordkeeping services to the Customers with respect to their investments in the
Funds. Such services shall include the maintenance of record of purchases,
sales, exchanges and transfers of Shares of the Funds by the Customers. Dealer
also shall provide the Customers with account statements documenting such
transactions in compliance with applicable legal requirements. Dealer also shall
be responsible for complying with all applicable federal, state and local tax
reporting requirements regarding the Customers' transactions in Shares. In
addition, Dealer shall: (i) aggregate and process instructions from the
Customers regarding transactions in Shares; (ii) respond to inquiries about the
Funds from the Customers; (iii) process dividend payments on behalf of the
Customers that have invested in one of more of the Funds; (iv) provide
subaccounting services to plans regarding shares beneficially held by
participants of such plans; (v) forward shareholder communications, such as
proxies, shareholder reports, dividend and tax
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notices, and updated Prospectuses, to the Customers that invested in one or more
of the Funds, to the extent required by applicable law; and (vi) provide such
other information and services as the Funds and/or Distributor may reasonably
request, to the extent that Dealer is permitted by applicable law to do so. The
provision of shareholder and administrative services by Dealer to the Customers
shall be the responsibility of Dealer and not Distributor. Dealer shall maintain
adequate accounting and reporting systems to collect and provide such
information to Customers.
11. Provision of Funds' Prospectus and other Reports. Distributor shall, at its
cost, prepare, in written and electronic form, and arrange for the delivery to
Dealer or Dealer's agent, the Funds' Prospectus, in connection with Customers'
first purchase of a Fund and as updated thereafter, supplements thereto,
shareholder reports, proxy materials and any other shareholder communications.
Dealer or Dealer's agent shall, at Dealer's cost, deliver these documents and
materials, and Dealer or its agent shall use reasonable efforts to assist in the
solicitation of proxies for Shares of the Funds held for the Customers as
beneficial owners.
12. Access to Books and Records. Distributor shall maintain and preserve all
books and records that it creates pursuant to this Agreement, in compliance with
all applicable laws, rules and regulations. Dealer shall maintain and preserve
all books and records that it creates regarding Customer transactions in Shares
of the Funds, and services that Dealer provides to the Customers pursuant to
this Agreement, in compliance with applicable law. Upon the reasonable request
of a Party to this Agreement, another Party shall: (i) furnish copies or provide
access to such applicable books and records that are required to respond to a
request or order by a court of competent jurisdiction, a regulatory authority or
NSCC pertaining to any and all transactions covered by this Agreement and (ii)
furnish such other information as the Party or the Funds and/or Distributor
might reasonably request, including, without limitation, state-specific sales
information and independent reviews or audits of Dealer's internal controls and
processes, to the extent related to the distribution and services performed
hereunder and as permitted by applicable law. Dealer will also reasonably
cooperate with the Funds and Distributor in connection with the Funds' annual
compliance review and report pursuant to Rule 38a-l under the Investment Company
Act of 1940 ("Investment Company Act"). The obligations imposed in this Section
shall survive the termination of this Agreement.
13. Customer Complaints. Dealer shall provide Distributor with reasonable notice
of: (i) any complaints by the Customers related to Shares of the Funds
purchased, sold, exchanged or transferred pursuant to this Agreement, which
complaints have resulted in arbitrations between Dealer and the Customers; and
(ii) any regulatory inquiries, or the institution of regulatory proceedings
against Dealer, related to the performance of Dealer's duties and obligations
under this Agreement.
14. Redemption Fees. Dealer and AULIC will reasonably cooperate with the current
and any future implementation of redemption fees imposed on sales, exchanges or
transfers of Shares of the Funds as set forth in the Prospectus, and will
calculate, assess and remit such redemption fees in accordance with instructions
received from Distributor and/or T AI from time to time. To the extent that any
such redemption fee is now or is in the future imposed and Dealer is unable to
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assess and remit such fee, Dealer acknowledges that Distributor may assess
directly such fee, charge Dealer for the appropriate amount or terminate this
Selling Group Agreement.
15. Representations, Warranties and Covenants. The Parties represent, warrant
and covenant that:
(a)Each Party is free to enter into this Agreement and that by doing so it will
not breach or otherwise impair any other agreement or understanding with any
other person, corporation or entity;
(b)Each Party has full power and authority under its organizational documents
and under applicable law, and has taken all action necessary, to enter into and
perform this Agreement and the person executing this Agreement on each Party's
behalf is duly authorized and empowered to execute and deliver this Agreement;
(c)Each of Distributor and Dealer is and shall remain throughout the term of
this Agreement (i) a broker-dealer registered with the Securities and Exchange
Commission, qualified to act as a broker-dealer in the States where it transacts
business and a member in good standing of the Financial Industry Regulatory
Authority ("FINRA," formerly known as the "NASD"); (ii) an investment adviser
registered under the Investment Advisers Act of 1940; (iii) a bank or trust
company which is a member of the Federal Reserve System or is supervised and
examined by state or federal authorities having supervision over banks; (iv) an
insurance company which is supervised and examined by state authorities having
supervision over insurance companies; or (v) a transfer agent or clearing agency
registered under the Securities Exchange Act of 1934. Each Party agrees that
termination of such status at any time shall terminate this Agreement forthwith,
and that suspension of such status at any time shall automatically suspend this
Agreement for the duration of such suspension;
(d)Each Party shall through the term of this Agreement comply with the
requirements of all applicable laws, rules and regulations, including without
limitation, all federal and state securities laws, rules and regulations, in
performing and observing all of its duties, obligations and covenants set forth
or contemplated by this Agreement;
(e)Each Party shall at all times act in good faith and exercise reasonable care
in performing and observing all of its duties, obligations and covenants set
forth or contemplated by this Agreement and shall be liable for any failure to
act in good faith or exercise such reasonable care;
(f)Dealer will not withhold placing a customer's order in such a manner as to
profit itself as a result of such withholding;
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(g)Dealer will keep confidential all proprietary information of the Distributor
and the Funds and will disclose such information to third parties only upon
receipt of written authorization from Distributor or as may be required or
permitted by applicable law or regulation. Notwithstanding the foregoing, Dealer
may disclose such information relating to the Distributor and the Funds to
Dealer's employees, attorneys, auditors and other representatives solely for
purposes of performing Dealer's obligations under this Agreement as necessary in
the ordinary course of business to carry out the purposes for which such
information was disclosed to Dealer. Dealer will not share or otherwise use
nonpublic personal information in violation of or in a manner inconsistent with
applicable privacy laws, including, but not limited to Title V of the Gramm
Xxxxx Xxxxxx Act of 1999 ("GLB"), the Fair Credit Reporting Act, as amended by
the Fair and Accurate Credit Transactions Act of2003, and applicable state laws;
(h)Dealer will maintain sufficient procedures to detect and respond to security
breaches and maintain reasonable procedures to detect and respond to widely
known security failures pursuant to applicable state and federal law and will
immediately notify Distributor and the Funds of any security breaches which have
compromised nonpublic personal information requiring notification to Customers
under state or federal security breach laws; and
(i)Dealer will implement appropriate security measures, policies and procedures
that are designed to meet the objectives of GLB guidelines to establish
standards for safeguarding customer information. Dealer will implement
appropriate measures ("Appropriate Measures") to do the following: (i) ensure
the security and confidentiality of the nonpublic personal information as
defined in GLB ("Customer Information"); (ii) protect against any anticipated
threats or hazards to the security or integrity of Customer Information; (iii)
protect against unauthorized access to or use of Customer Information that could
result in substantial harm or inconvenience to any customer of the Distributor
and the Funds; and (iv) ensure the appropriate disposal of the Customer
Information by obtaining appropriate disposal procedures for records maintained
on paper based or electronic form. Dealer will also institute and monitor
procedures in line with the Appropriate Measures, monitor the effectiveness of
its security measures, policies and procedures in meeting the Appropriate
Measures, and promptly respond to any written request from Distributor or the
Funds, by providing written confirmation summarizing the results of Dealer's
monitoring.
(j) Dealer acknowledges that the Funds are mutual funds distributed to the
general retail public, the Funds do not comply with Section 817(h) of the
Internal Revenue Code, and to the extent Dealer uses or makes the Funds
available in annuity contracts, the tax advantages of those contracts exist
solely through certain types of tax-qualified benefit plans (i.e., plans under
Internal Revenue Code sections 401 (a), 403(b), or 457(b). Dealer represents and
warrants that it will make the Funds available in annuity contracts only through
such plans.
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(k)All orders for Shares of the Funds forwarded by Dealer to Distributor to
receive a Share price of the net asset value calculated as of a particular
Business Day (as defined below) were, and in the future will be, received or
made by Dealer prior to the close of regular trading on the New York Stock
Exchange ("Exchange") of that day (generally, 4:00 p.m. ET). Orders received by
Dealer before close of the Exchange on any Business Day shall not be aggregated
with orders received at or after close of the Exchange. Dealer's internal
systems for processing and transmitting orders are suitably and reasonably
designed to prevent orders received at or after close of the Exchange on any
Business Day from being aggregated with orders received before close of the
Exchange. A "Business Day" shall be each day that the Exchange is open for
business and on which a Fund determines its net asset value.
16.
Anti-Money Laundering, Office of Foreign Assets Control. and Anti-Terrorist
Financing Obligations.
(a) AML Obligations and Program. Dealer hereby agrees and acknowledges that it
is obligated to and will continue to comply with all applicable AML laws and
regulations. Each Party represents and warrants that it has established and will
maintain an anti-money laundering program (an "AML Program"), consisting of
written internal policies, procedures and controls including a means for
monitoring and identifying suspicious activity, the designation of an AML
compliance officer (whose identity has been made known to the other Party and
the Funds), an ongoing employee training program, an independent audit function
to test such programs at least on an annual basis, and any additional applicable
legal requirements. Dealer will provide Distributor, promptly upon written
request, with such information as Distributor may reasonably request in order to
confirm the existence and operation of Dealer's AML Program.
(b) Suspicious Activity and Other Transaction Reports. Dealer acknowledges that
it is obligated to file with the Treasury Department, the IRS, FinCEN, the U.S.
Customs Service and other regulatory bodies and organizations various reports
and forms relating to suspicious activities and transactions, currency
transactions or the transfer of currency or monetary instruments into or outside
of the United States, including but not limited to, CTRs, CMIRs, and SAR-SFs.
Dealer shall be responsible for filing all such reports for all omnibus and NSCC
Level Three ("Networking") accounts covered by this Agreement. In connection
with a NSCC Level Three account covered by this Agreement, Dealer shall, before
filing a Form SAR-SF and promptly after filing another transaction report,
notify Distributor's AML compliance officer (unless such notification is
prohibited by law) and provide reasonable assistance to Distributor in carrying
out Distributor's AML obligations. In addition, Dealer shall promptly notify
Distributor, where permissible, regarding any Level Three account activity
Dealer reasonably believes to be suspicious, not legitimate, not having a
reasonably apparent explanation, or could support the filing
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of a Form SAR-SF. At Distributor's request, Dealer will provide Distributor with
copies of other transaction reports and other communications that Dealer files
with any of the regulatory bodies or organizations referenced above, including
but not limited to, CTRs and CMIRs, unless the provision of such reports or
communications is prohibited by law. Distributor reserves the right to make and
file its own suspicious activity or other reports when it deems it necessary or
appropriate; and Dealer recognizes that when Distributor does so, Distributor
does not thereby assume any responsibility for making and filing reports on
behalf of Dealer and/or relieve Dealer of its own responsibility for making and
filing reports as necessary under US. or other laws and regulations.
(c) Restrictions and Conditions on Certain Accounts. Dealer represents and
warrants that: (1) it has a written customer identification program ("CIP")
consistent with Section 326 of the USA PATRIOT Act and the rules thereunder, (2)
it is subject to a rule implementing 31 US.c. 5318(h), and (3) it is regulated
by a Federal functional regulator as that term is defined under 31 C.F.R.
103.120(a)(2). Dealer further agrees and acknowledges that it is obligated to
comply with other legal restrictions and conditions on opening and accepting
certain accounts, including but not limited to the following requirements. At
the time of the opening of any new account, and on an ongoing basis thereafter,
Dealer will obtain reasonably sufficient information from each Customer to
satisfy itself that the source of the Customer's funds is from lawful
activities, that the assets being invested have been legitimately obtained, and
that any disbursements to a Customer or third party are for legitimate purposes;
and that opening and maintaining the account would not violate the provisions of
various Executive Orders and regulations administered by the US. Treasury
Department's Office of Foreign Assets Control ("OFAC") or be subject to other
restriction based on such relevant government lists as may be published from
time to time. Dealer will immediately inform Distributor of the existence of any
account subject to an OF AC or government list restriction.
17. Indemnification; Limitation of Liability.
(a)
Dealer shall indemnify and hold Distributor, the Funds, TAl, and their
respective agents, affiliates, assigns, officers, directors, trustees and
employees (collectively, "Affiliates') harmless from and against any and all
damages, losses, liabilities, obligations, penalties, fines, sums paid in
settlement, costs and expenses including, without limitation, reasonable
attorneys' fees (collectively, "Losses") resulting from the misconduct or
negligence of Dealer or any of its officers, directors, employees, agents or
registered representatives in carrying out Dealer's obligations under this
Agreement, except to the extent such losses are caused by Distributor's willful
misconduct or gross negligence in the performance, or failure to perform, its
obligations under this Agreement. This provision shall survive termination of
this Agreement.
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(b)Distributor shall indemnify and hold Dealer and Dealer's Affiliates harmless
from and against any Losses resulting from the misconduct or negligence of
Distributor and its agents and employees in carrying out Distributor's
obligations under this Agreement, except to the extent such losses are caused by
Dealer's willful misconduct or gross negligence in the performance, or failure
to perform, its obligations under this Agreement. This provision shall survive
termination of this Agreement.
(c)If any third party threatens to commence or commences any action for which
one Party (the "Indemnifying Party") is required to indemnify the other (the
"Indemnified Party"), the Indemnified Party shall promptly give notice thereof
to the Indemnifying Party. The Indemnifying Party shall be entitled, at its own
expense and without limiting its obligations to indemnify the Indemnified Party,
to assume control of the defense of such action with counsel selected by the
Indemnifying Party, provided that such counsel is reasonably satisfactory to the
Indemnified Party. If the Indemnifying Party assumes the control of the defense,
the Indemnified Party may participate in the defense of such claim at its own
expense. Without the prior written consent of the Indemnified Party, which
consent shall not be withheld unreasonably, the Indemnifying Party may not
settle or compromise the liability of the Indemnified Party in such action or
consent to or permit the entry of any judgment in respect thereof unless in
connection with such settlement, compromise or consent the Indemnified Party
receives from such claimant an unconditional release from all liability in
respect of such claim. The indemnities granted in this Section shall survive
termination of this Agreement.
(d)Under no circumstances shall any Party incur liability for any indirect,
incidental, consequential, exemplary, punitive or special damages (including,
without limitation, lost profits) of any form incurred by any other Party,
whether or not foreseeable and regardless of the form type of the action in
which such a claim may be brought.
18. Customer Lists. Distributor and TAl agree not to use any list of
Customers which may be obtained in connection with this Agreement for the
purpose of solicitation of any product or service without Dealer's express
written consent. However, nothing in this Agreement shall be deemed to
prohibit or restrict Distributor or its affiliates in any way from
soliciting the general public, or any segment thereof, or any specific
person or entity, provided such solicitation is not based upon such a list.
19. Complete Agreement. This Agreement supersedes and cancels any prior
agreement between the parties hereto with respect to the sale of Shares of the
Funds, and may be amended at any time and from time to time by written agreement
of the parties hereto.
20. Applicable Law. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws (without regard, however, to
conflicts of law principles) of the State of New York.
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21. Notices. All communications and notices under this Agreement shall be given
in writing and delivered personally or mailed by certified mail or overnight
courier service to the Distributor and Dealer at the addresses specified at the
end of this Agreement.
22. Effectiveness: Termination. This Agreement shall be effective as of the date
first set forth above. Subject to Section 15(c) and (d) above, each party hereto
has the right to cancel the Agreement in its entirety or with respect to any
particular Fund on 90 days' notice to the other Party. In addition, the parties
hereto may terminate this Agreement in its entirety or with respect to any
particular Fund, upon their mutual written agreement, as of a mutually agreeable
termination date. This Agreement shall terminate automatically if (i) either
Party hereto files a petition for bankruptcy, (ii) a trustee or receiver is
appointed for either Party hereto or its assets under federal bankruptcy laws,
or (iii) an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970 is filed against either Party. This
Agreement shall terminate automatically with respect to any Fund if the
Distribution Agreement between the Distributor and that particular Fund is
terminated.
23. Severability. If any provision of the 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.
24. Successors and Assigns. This Agreement will be binding upon, inure to the
benefit of, and be enforceable by the parties hereto and their respective
successors and permitted assigns. This Agreement may not be "assigned" (within
the meaning of the Investment Company Act) by any Party hereto without the prior
written consent of the other Party. Any attempted assignment in contravention
hereof shall be null and void.
25. Non-Exclusivity. Each of the parties acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be non-exclusive
and that each of the parties is free to enter into similar agreements and
arrangements with other entities.
26. Amendment and Waiver. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally. This Agreement, including its
Exhibits, may be amended by Distributor at any time by written notice to Dealer,
and Dealer's placing of an order or acceptance of payment of any kind after the
effective date and receipt of notice of any such amendments shall constitute
acceptance.
27. Counterparts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any Party hereto
may execute this Agreement by signing any such counterpart.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
09 TIAA Cref Selling Group Agreement.doc 09
12
contract revised 07-
The Parties have executed and delivered this Agreement as of the date first
above written.
DISTRIBUTOR,
TEACHERS PERSONAL INVESTORS SERVICES, INC.
000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000
By: Print Name:
TEACHERS ADVISORS, INC.
000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000
By:
Print Name:
Title:
FINANCIAL SERVICES FOR THE GREATER GOOD"
09 TIAA Cref Selling Group Agreement.doc 09
DEALER,
ONEAMERICA SECURITIES, INC.
Xxx Xxxxxxxx Xxxxxx, XX Xxx 000 Xxxxxxxxxxxx, XX 00000-0000
-
BY
Print Name: Title: AMERICAN UNITED LIFE INSURANCE COMPANY Xxx Xxxxxxxx Xxxxxx,
XX Xxx 000 Xxxxxxxxxxxx, XX 00000-0000
By: ~vw.L
Print Name:
Title:
13
contract revised 07-
EXHIBIT A LIST OF FUNDS
TlAA-CREF Funds (Note: Funds highlighted in Bold are subject to a Redemption
Fee)
Institutional Class
Equity Index Fund TIEIX 00000X000 Growth & Income Fund TIGRX 00000X000 Large-Cap
Growth Fund TILGX 00000X000 LarQe-Cap Growth Index Fund TILIX 00000X000
Large-Cap Value Fund TRLlX 00000X000 LarQe-Cap Value Index Fund TILVX 00000X000
Mid-Cap Growth Fund TRPWX 00000X000 Mid-Cap Value Fund TIMVX 00000X000 Real
Estate Securities Fund TIREX 00000X000 S&P 500 Index Fund TISPX 00000X000
Small-Cap Blend Index Fund* TISBX 00000X000 Small-Cap Equity Fund* TISEX
00000X000 Social Choice Equitv Fund TISCX 00000X000 International Equity Fund*
TIIEX 00000X000 International Equity Index Fund* TCIEX 00000X000 Bond Fund TIBDX
00000X000 Bond Plus Fund TIBFX 886315506 Bond Index Fund TBIIX 00000X000 High
Yield Fund* TIHYX 886315795 Inflation-Linked Bond Fund TIILX 00000X000 Managed
Allocation Fund TIMIX 886315837 Short-Term Bond Fund TISIX 886315803 Tax-Exempt
Bond Fund TITIX 886315860 Enhanced International Equity Index* TFIIX 886315555
Enhanced Large-Cap Growth Index TLIIX 886315548 Enhanced LarQe-Cap Value Index
TEVIX 886315530 Lifecvcle 2010 Fund TCTIX 886315662 Lifecycle 2015 Fund TCNIX
886315654 Lifecvcle 2020 Fund TCWIX 886315647 Lifecycle 2025 Fund TCYIX
886315639 Lifecvcle 2030 Fund TCRIX 886315621 Lifecycle 2035 Fund TCIIX
886315613 Lifecycle 2040 Fund TCOIX 886315597 Lifecvcle 2045 Fund TTFIX
886315589 Lifecycle 2050 Fund TFTIX 886315571 Lifecvcle Retirement Income TLRIX
886315563
TIQRX TRGIX TILRX TRIRX TRLCX TRCVX
886315753 00000X000 00000X000 00000X000 00000X000 00000X000
09 TIAA Cref Selling Group Agreement.doc
Contract revised 07/09
Retirement Class (cont'd)
Mid-Cap Growth Fund TRGMX 00000X000 Mid-Cap Value Fund TRVRX 00000X000 Real
Estate Securities Fund TRRSX 00000X000 S&P 500 Index Fund TRSPX 00000X000
Small-Cap Blend Index Fund* TRBIX 00000X000 Small-Cap Equity Fund* TRSEX
00000X000 Social Choice Equity Fund TRSCX 00000X000 International Equity Fund*
TRERX 00000X000 International Equity Index Fund* TRIEX 00000X000 Bond Fund TIDRX
886315720 Bond Plus Fund TCBRX 886315605 Bond Index Fund TBIRX 00000X000 High
Yield Fund* TIHRX 886315787 Inflation-Linked Bond Fund TIKRX 886315696 Manaqed
Allocation Fund TITRX 886315829 Money Market Fund TIEXX 886315688 Short-Term
Bond Fund TISRX 886315886 Lifecycle 2010 Fund TClEX 00000X000 Lifecycle 2015
Fund TCLIX 00000X000 Lifecycle 2020 Fund TClTX 00000X000 Lifecycle 2025 Fund
TClFX 00000X000 Lifecycle 2030 Fund TClNX 00000X000 Lifecycle 2035 Fund TClRX
00000X000 Lifecycle 2040 Fund TClOX 00000X000 Lifecycle 2045 Fund TTFRX
886315522 Lifecycle 2050 Fund TlFRX 886315514 Lifecycle Retirement Income TLlRX
886315480
Retail Class
Institutional Eauitv Index Fund TINRX 886315746 Growth & Income Fund TIIRX
886315761 xxxxx-Cap Growth Fund TIRTX 00000X000 large-Cap Value Fund TClCX
00000X000 Mid-Cap Growth Fund TCMGX 00000X000 Mid-Cap Value Fund TCMVX 00000X000
Real Estate Securities Fund TCREX 00000X000 Small-Cap Equitv Fund* TCSEX
00000X000 Social Choice Eauity Fund TICRX 886315738 International Equity Fund*
TIERX 886315779 Bond Fund TIORX 886315712 Bond Plus Fund TCBPX 886315407 Bond
Index Fund TBllX 00000X000 High Yield Fund* TIYRX 886315811 Inflation-Linked
Bond Fund TCllX 00000X000 Manaqed Allocation Fund TIMRX 886315845 Short-Term
Bond Fund TCTRX 886315704 Tax-Exempt Bond Fund TIXRX 886315878 Lifecycle
Retirement Income Fund TlRRX 886315498
243307-2
Premier Class
Growth & Income Fund TRPGX 00000X000 Social Choice Equity Fund TRPSX 00000X000
International Equity Fund* TREPX 00000X000 LarQe-Cap Value Fund TRCPX 00000X000
Mid-Cap Growth Fund TRGPX 00000X000 Mid-Cap Value Fund TRVPX 00000X000 Real
Estate Securities Fund TRRPX 00000X000 International Equity Index Fund* TRIPX
00000X000 Small-Cap Equity Fund* TSRPX 00000X000 Equity Index Fund TCEPX
00000X000 Inflation-Linked Bond Fund TIKPX 00000X000 Large-Cap Growth Fund TILPX
00000X000 Money Market Fund TPPXX 00000X000 Bond Fund TIDPX 00000X000 High-Yield
Fund * TIHPX 00000X000 Bond Plus Fund TBPPX 00000X000 Short-Term Bond Fund TSTPX
00000X000 Premier Bond Index TBIPX 00000X000 Lifecycle 2010 Fund TCTPX 00000X000
Lifecycle 2015 Fund TCFPX 00000X000 Lifecycle 2020 Fund TCWPX 00000X000
Lifecycle 2025 Fund TCQPX 00000X000 Lifecycle 2030 Fund TCHPX 00000X000
Lifecycle 2035 Fund TCYPX 00000X000 Lifecycle 2040 Fund TCZPX 00000X000
Lifecycle 2045 Fund TTFPX 00000X000 Lifecycle 2050 Fund TCLPX 00000X000
Lifecycle Retirement Income Fund TPILX 00000X000
* There is a 2.00% Redemption fee on redemptions or exchanges out of Fund shares
occurring within 60 calendar days of the initial purchase date for the shares.
243307-2
EXHIBIT B FEES
Dealer shall make and maintain the Funds' shareholder records concerning
Customers that are recorded on the Dealer's (or Dealer's designee's)
recordkeeping system. For providing such services to the Retirement Class of the
Funds, Dealer shall receive as compensation an aggregate fee at the annual rate
of 25 basis points of the average net daily net assets of the Customers invested
in the Funds. Such fee shall be paid quarterly in arrears no later than the end
of the next calendar month after each quarter. No compensation shall be paid for
any such services to any other share class of the Funds other than the
Retirement share class of the Funds.
In order to receive a service fee for a particular quarter, the fee due to
Dealer must amount to at least $100.00.
243307-2
EXHIBIT C MANUAL PROCESSING PROCEDURES
The purchase, sale, redemption and settlement of Shares of the Funds will
normally follow NSCC's Fund/SER V Processing Procedures, as delineated in
Section 5 of the Agreement. In the event that such procedures are not followed
as delineated in Section 5 of the Agreement, the Manual Processing Procedures
below will apply.
0.Xx is understood and agreed that, in the context of Section 22 of the
Investment Company Act of 1940 ("1940 Act") and the rules and public
interpretations thereunder by the staff of the U.S. Securities and Exchange
Commission, receipt by Dealer of any instructions trom its customers prior to
the Close of Trading (as defined below) on any Business Day (as defined below)
shall deemed to be receipt by the Funds of such instructions solely for pricing
purposes and shall cause purchases and sales to be deemed to occur at the share
price for such Business Day (as defined below). Each such instruction shall be
deemed to be accompanied by a representation by Dealer that it has received
proper authorization trom each Customer whose purchase, sale, exchange or
transfer transaction in Shares of the Funds is effected as a result of such
instruction.
2.On each business day that the New York Stock Exchange (the "Exchange") is open
for business and on which a Fund determines its net asset value ("Business
Day"), Dealer may transmit orders for the purchase, sale, exchange or transfer
of Shares of the Funds based solely upon the receipt of instructions trom its
Customers prior to the close of trading (generally 4:00 p.m. Eastern Time ("ET")
on the Exchange (the "Close of Trading")) on such Business Day. Instructions
trom Customers of the Dealer received by Dealer prior to the Close of Trading on
any given Business Day ("Day 1 ")( such orders are referred to as "Day 1
Trades") and transmitted to the Funds or their designated agent via facsimile,
electronic transmission or by a method mutually acceptable to both parties, by
no later than 8:00 a.m. ET the next Business Day ("Day 2"), will be executed at
the net asset value ("NA V") of each applicable Fund, determined as of the Close
of Trading on Day 1. Instructions received by Dealer at or after the Close of
Trading on Day 1 (such orders are referred to as "Day 2 Trades") and transmitted
to the Funds or their designated agent via facsimile, electronic transmission or
by a method mutually acceptable to both parties, by no later than 8:00 a.m. ET
on the second Business Day following Day 1 ("Day 3") will be executed at the NA
V of each applicable Fund, determined as of the Close of Trading on Day 2.
3.Immediately following the completion of the transmission of any Customer
orders by Dealer to Distributor, Dealer will verify that such instructions were
received by Distributor by a method mutually acceptable to both parties.
0.Xx no later than 7:00 p.m. ET on each Business Day, Distributor will use
commercially reasonable efforts to communicate to Dealer via a method of
communication acceptable to all parties (including, without limitation, via the
TIAA-CREF website), the NA V of each Fund, as well as dividend and capital gain
information determined at the Close of Trading on that Business Day.
243307-2
0.Xxxxxx shall maintain records sufficient to identify the date and time of
receipt of all Customer transactions in Shares of the Funds and shall make such
records available upon reasonable request for examination by Distributor, the
Funds or their designated representatives, or by appropriate governmental
authorities. Upon the reasonable request of Distributor or the Funds, Dealer
shall also provide evidence of an internal control system over the processing
and transmission of Customer orders for Shares of the Funds, so that in
connection with the transmittal by Dealer to Distributor of such orders,
Customer orders for Shares of the Funds received after the Close of Trading on
Day 1 are not aggregated with orders received before the Close of Trading on Day
1.
0.Xxx 1 Trades shall settle on Day 2 and Day 2 Trades shall settle on Day 3
(each, respectively a "Settlement Date"). Settlements will be through net
Federal fund wire transfers to an account designated by the Funds. In the case
of instructions which constitute a net purchase order, Dealer shall initiate a
wire transfer of Federal funds for the dollar amount of the net purchase order
by 12:00 Noon ET on the Settlement Date to the transfer agent for the Funds. In
the event the instructions constitute a net redemption order, Distributor shall
cause the Funds to initiate a wire transfer of Federal funds for the dollar
amount of the net redemption order by 12:00 Noon ET on the Settlement Date,
provided that the Funds reserve the right to (i) delay settlement of redemptions
for up to seven (7) Business Days after receiving a net redemption order in
accordance with Section 22 of the 1940 Act and Rule 22c-l thereunder, or (ii)
suspend redemptions pursuant to the 1940 Act or as otherwise required by law.
Settlement will be in U.S. dollars and the Funds may pay redemption proceeds in
whole or in part by a distribution in-kind of readily marketable securities that
it holds in lieu of cash in conformity with applicable law or regulations.
243307-2
EXHIBIT D DISTRIBUTION PAYMENT ADDENDUM
FINANCIAL SERVICES FOR THE GREATER GOOD'
WHEREAS, the Board of Trustees of the TIAA-CREF Funds (the "Funds") has approved
the activation of a previously suspended Distribution Plan (the "Plan") for the
Retail Class of the Funds, which provides for reimbursement of expenses in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended
("Rule 12b-1" and the "1940 Act," respectively);
WHEREAS, Distributor desires to payor reimburse Dealer, and Dealer desires to
receive payment, pursuant to the Plan, in accordance with the terms of the Plan
and applicable law;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, Distributor and Dealer hereby agree to amend and/or
supplement the Selling Agreement, as set forth in this addendum to the Selling
Agreement (the "Addendum").
1. All terms not expressly defined in the Addendum are used with the same
meaning as in the Selling Agreement.
2.
Plan Pavrnents.
(a) Distributor may make distribution payments or service payments to Dealer
under the Plan ("12b-1 Payments") in accordance with the terms ofthe Plan, Rule
12b1, and this Agreement. Dealer acknowledges that the Plan is a so-called
"reimbursement" plan, rather than a "compensation" plan and, accordingly, that
it must submit appropriate invoices to Distributor in order to receive
reimbursement of its expenses. Dealer also agrees to comply with Distributor's
guidelines to intermediaries for 12b-1 Payments, attached hereto as Exhibit D-1,
and as they may be reasonably amended by Distributor from time to time and
acknowledges that compliance with those guidelines is a condition to
Distributor's payment of 12b-1 Payments.
(b) Dealer represents by its submission of an invoice, and its acceptance of any
12b1 Payments that (i) it is providing such distribution or services, (ii) the
distribution or services provided by Dealer and its receipt of 12b-1 Payments
will comply with Rule 12b-1 and all other applicable laws and regulations, or
order of any court, governmental agency, or self-regulatory organization, and
(iii) it will provide to Customers any and all appropriate disclosure relating
to such payments that are required for a distributor of the Funds. Distributor
represents and warrants that the existence of the Plan, the terms of the Plan,
and its activation have been disclosed in the Retail Class Fund's prospectus
and/or Statement of Additional Information, as amended (together, the
"Prospectus").
(c) The Parties agree that Distributor, the Funds, and their affiliates do not,
will not, and will not be expected to direct portfolio securities transactions
for the Funds,
243307-2
or any remuneration described in Rule 12b-1(h) of the 1940 Act, to Dealer in
consideration of Dealer's promotion or sale of the Shares of Funds. Distributor
acknowledges that the Funds have implemented policies and procedures reasonably
designed to comply with Rule 12b-1(h).
(d) Dealer agrees to look solely to Distributor for compensation for any
distribution services it may provide. In no event shall Dealer seek any such
payment from a Fund.
(e) Dealer acknowledges that 12b-1 Payments, with respect to any Retail Class of
a Fund, may be terminated at any time, without the payment of any penalty, by
vote of a majority of the trustees of the Funds who are not "interested persons"
as defined under the 1940 Act and have no direct or indirect financial interest
in the operation of the Plan or in any agreement related to the Plan, or by vote
of a majority of the outstanding voting securities of that Fund, as defined in
the 1940 Act, on not more than sixty (60) days' written notice to Dealer. The
Parties also acknowledge that this Addendum will terminate automatically in the
event of its assignment.
(f) Dealer acknowledges that all 12b-1 Payments are subject to the limitations
contained in the terms of the Plan. Dealer agrees that Distributor has made no
representations to Dealer with respect to the Plans in addition to, or
conflicting with, the description set forth in the current Prospectus.
(g) Dealer acknowledges and agrees that it will not be paid any 12b-1 Payments
by Distributor with respect to a specific time period unless and until
Distributor is in receipt of the payments from the Fund pursuant to the Plan for
such period, and Distributor's liability to Dealer for the payment of any 12b-1
Payments is limited solely to the fraction of the Fund payments received by
Distributor pursuant to the Plan that reflects the value of the Retail Class
shares of the Funds distributed and/or serviced by Dealer.
(h) Dealer agrees that it will not share or rebate any portion of any 12b-1
Payments or to otherwise grant any commissions, discounts, or other allowances
to any person or entity that is not distributing, or providing shareholder
administration or recordkeeping services to Customers for, the Retail Class of
the Funds.
3. Distribution and/or Services Provided bv Dealer. Dealer agrees to provide the
following distribution and/or services (please check all that apply) in
connection with Retail Class shares of the Funds:
[X] Initial and ongoing due diligence on the Retail Class shares of the Funds
and consideration for placement of one or more of the Retail Class Funds on
"recommended," "preferred," "select" or a similar list of mutual funds
maintained by Dealer to the extent that the Funds selected satisfy Dealer'
standards for inclusion on any such list.
243307-2
[] Support for Distributor's marketing efforts for the Retail Class of the Funds
by granting reasonable requests for Distributor's sales and marketing
representatives to communicate with Dealer's sales and marketing representatives
about the Retail Class of the Funds. These requests might involve visits to
Dealer's offices and/or opportunities to participate in or lead Dealer
professional development workshops, study groups and other financial advisor
education events.
[] Opportunities to present and exhibitor opportunities at Dealer national and
regional conferences.
[X] Distribution of Fund-related information including value-added programs,
conference calls, Web casts and fact sheets.
[] Adding Fund-related value-added materials to Dealer publications.
[] Assigning an individual to provide service to each Plan/individual account on
Dealer's books with a Retail Class Fund and to reassign the account should that
individual no longer be assigned to the account. Dealer will instruct each such
individual to regularly contact shareholders having accounts so assigned.
[] Passing through either directly or indirectly to the individual(s) assigned
to such accounts a share of the compensation paid to Dealer pursuant to this
Agreement. Dealer acknowledges that payments under this Agreement are intended
to compensate the individual for providing, and encourage the individual to
continue to provide, service to the account holder.
[] Providing telephone support to shareholders of the Retail Class of the Funds
and training phone support personnel to answer questions concerning the Retail
Class of the Funds.
[] Printing and mailing of Retail Class Fund sales literature.
[] Other:
[must be specified].
4. Supporting Information. Upon Distributor's request, Dealer shall furnish
copies or provide access to its books and records, or other information or
documents, that are reasonably required to respond to a request or order by a
court of competent jurisdiction, a regulatory or self-regulatory authority, the
Funds or Distributor, pertaining to any or all expenses incurred by Dealer for
which Dealer has sought and/or received 12b-l Payments. These obligations shall
survive the termination of this Addendum and the Selling Agreement.
5. Amendment. Severability. This Addendum amends the Selling Agreement only to
the extent it is inconsistent with the express terms of the Selling Agreement.
If any provision of this Addendum shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Addendum shall not be
affected thereby.
6. Applicable Law. This Addendum shall be construed and the provisions hereof
interpreted under and in accordance with the laws (without regard, however, to
conflicts of law principles) of the State of New York. Notwithstanding the
foregoing, if the Selling Agreement specifies that the laws of another State
shall govern the Selling Agreement, then this Addendum shall be construed and
243307-2
interpreted in accordance with the laws of that other State.
243307-2
FINANCIAL SERVICES FOR THE GREATER GOOD'
EXHIBIT D-l GUIDANCE FOR INTERMEDIARIES SEEKING PAYMENT UNDER THE TIAA-CREF
FUNDS RETAIL CLASS DISTRIBUTION PLAN
1. The Distribution Plan is a so-called "Reimbursement" Plan. The Distribution
Plan (the "Plan") for the Retail Class shares of the TIAA-CREF Funds (the
"Funds") is different from most mutual fund distribution plans in the industry
in that it is a "reimbursement" plan rather than a "compensation" plan. Teachers
Personal Investors Services, Inc. ("TPIS") will reimburse intermediaries only
for expenses that are eligible under Rule 12b-1 of the Investment Company Act of
1940 ("Rule 12b-l" and the "1940 Act," respectively), described in more detail
in Item 4 below.
2. An Aereement with TPIS Addressine 12b-l Reimbursements Is A Condition to
Pavment. No payment pursuant to the Plan will be made by TPIS without an
agreement (or an addendum to an existing agreement) that specifically addresses
Rule 12b-1 payments and the Plan's requirements, executed by both TPIS and the
intermediary. Upon execution of a suitable agreement at any time in a particular
calendar quarter, an intermediary may seek payment from TPIS pursuant to the
Plan for that entire calendar quarter, but not any earlier quarter.
3. Seekine Reimbursement from the Plan is Elective No intermediary is obligated
to enter into a new agreement with TPIS or to seek reimbursement for its
distribution or servicing expenses. Nor is TPIS required to make any payment to
those intermediaries who choose not to receive Plan payments or otherwise
satisfy the requirements for receiving reimbursements. Because the plan is a
"reimbursement" plan, any Plan amounts that are not actually spent or reimbursed
by TPIS will remain with the Retail Class of the Funds and will have the effect
of reducing Retail Class expenses.
4. Eligible Expenses - Cateeories. The Board of Trustees of the Funds approved
the activation of the Plan with the expectation that it would be used primarily
to pay for distribution of Retail Class shares. However, TPIS may, in its sole
discretion, permit reimbursements to intermediaries for administrative services
and recordkeeping. The nature of the payments expected to be made by TPIS to an
intermediary will be specified in the Agreement between TPIS and that
intermediary .
Distribution expenses eligible for reimbursement in connection with the Retail
Class of the Funds (and only that Class ofthe Funds) are all those expenses
eligible under Rule 12b-l. These include, but are not limited to, all of the
following:
.. Initial and ongoing due diligence on the Retail Class shares of the Funds and
consideration for placement of one or more of the Retail Class Funds on
"recommended," "preferred," "select" or a similar list of mutual funds
maintained by the intermediary to the extent that the Funds selected satisfy
intermediary's standards for inclusion on any such list.
.. Support for Distributor's marketing efforts for the Retail Class of the Funds
by granting reasonable requests for Distributor's sales and marketing
representatives to communicate with the intermediary's sales and marketing
representatives about the Retail Class of the Funds. These requests might
involve visits to Dealer's offices and/or opportunities to participate in or
lead intermediary professional development workshops, study groups and other
financial advisor education events.
243307-2
.. Opportunities to present information about the Retail Class of the Funds and
exhibitor opportunities at appropriate intermediary national and regional
conferences.
.. Distribution of Fund-related information for the Retail Class of the Funds,
including value-added programs, conference calls, Web casts and fact sheets.
.. Adding value-added materials for the Retail Class of the Funds to intermediary
publications.
.. Assigning an individual to provide service to each Plan/individual account on
the intermediary's books with a Retail Class Fund and to reassign the account
should that individual no longer be assigned to the account. The intermediary
will instruct each such individual to regularly contact shareholders having
accounts so assigned.
.. Passing through either directly or indirectly to the individual(s) assigned to
such accounts a share of the compensation paid to the intermediary pursuant to
this Agreement. The intermediary acknowledges that payments under this Agreement
are intended to compensate the individual for providing, and encourage the
individual to continue providing, service to the account holder of Retail Class
shares of the Funds.
.. Providing telephone support to shareholders of the Retail Class of the Funds
and training phone support personnel to answer questions concerning the Retail
Class of the Funds.
.. Printing and mailing of Retail Class Fund sales literature.
5. Eligible Expenses - Lump Sum and Basis Point Amounts. Amounts requested by an
intermediary from TPIS may reflect lump sum expenditures by the intermediary
(e.g., a xxxx for printing Retail Class prospectuses to be sent to prospective
clients) or amounts that are based upon assets under management (e.g., the
intermediary will pay its registered representatives 0.20% ofthe assets
distributed by those representatives).
6. Submission of Invoices to TPIS is Required for Reimbursement In accordance
with the "reimbursement" nature of the Plan, intermediaries seeking payment from
TPIS must submit invoices specifying the dollar amounts that have been expended,
or payment sought, by the intermediary during a particular period of time for
which the intermediary seeks payment and a description of the expenses or
payments. To help expedite intermediary preparation of invoices, and review and
payment by TPIS, TPIS is providing intermediaries with an invoice template. Item
4 above describes expenses eligible for payment by TPIS.
7. Use of Invoice Template TPIS is providing intermediaries with an invoice
template, attached as Exhibit D-2. (Electronic copies of the template can be
obtained by sending a request to XX_XXXX-Xxxxxxxxx@xxxx-xxxx.xxx.) Completion of
the invoice template will provide TPIS with all information necessary to
evaluate and approve the intermediary's reimbursement request. TPIS strongly
prefers that intermediaries use the invoice template to request reimbursement;
use of other documentation may delay or jeopardize an intermediary's
reimbursement request.
8. Required Invoice Information In each invoice submitted to obtain payment of
eligible expenses, the intermediary must specify the following information:
243307-2
.. Name and contact information for the intermediary;
.. Amounts (in dollars or basis points) that have been expended, or would be
paid, by the intermediary during a particular period of time, in connection with
the Retail Class of the Funds, for which the intermediary seeks payment from
TPIS; . The year and calendar quarter when the intermediary made the
expenditures for which it seeks reimbursement; and . A description of the
expenses incurred or amounts sought.
Each intermediary must also (separately) provide ACH payment instructions to
TPIS (a form for that purpose is attached as Exhibit D3) and an IRS Form W-9
prior to TPIS' first payment.
9. Signature and Certification of Invoice Each invoice must also be signed by an
authorized signatory for the intermediary (electronic signatures are
acceptable), who is identified as such. Each invoice must also include the
following certification: "The undersigned intermediary hereby certifies that the
monies sought will comply with Rule 12b-l and all other applicable laws,
regulations, and orders." Invoices that lack an authorized signature and/or
certification will not be approved.
10. How and Where to Submit Invoices to TPIS Invoices should be submitted for
payment electronically, to the following e-mail address: DL
00xXXxxx@xxxx-xxxx.xxx. ACH payment instructions and signed IRS Form W-9's
should be sent to that same address.
11. Limit on Reimbursements Payments to an intermediary may not exceed an amount
that, on an annual basis, would equal 0.25% of the average daily assets of
Retail Class shares of the Funds that the intermediary has distributed and/or
serviced during that period oftime, as calculated by TPIS based on the Funds'
transfer agent's records or such other records as TPIS may reasonably rely upon.
12. TPIS Review of Reimbursement Requests Invoices will generally be reviewed by
TPIS once per calendar quarter. Questions about completing an invoice or the
processing of an invoice that has previously been submitted should be addressed
to DL - XXXXXxxxxxxxx@xxxx-xxxx.xxx or Xxxxx Xxxxxxx ofTPIS at (000) 000-0000.
If TPIS has questions about an invoice submitted for payment, it may ask the
intermediary to explain or provide information or records sufficient for TPIS to
determine whether or not the invoice should be paid.
If TPIS is unable to approve and pay an invoice, it will promptly notify the
intermediary, using the contact information on the invoice. An intermediary will
be able to resubmit a revised or corrected invoice, so long as the resubmission
is made not more than three months after the end of the calendar quarter for
which the intermediary seeks payment. Amounts, if any, ultimately paid by TPIS
to an intermediary are subject to TPIS' sole discretion.
13. Timin2 of Submissions and Pavments The Plan will be active effective August
1,2009. TPIS will generally review invoices quarterly, starting with the third
calendar quarter of2009. Only one payment request may be submitted by an
intermediary for a particular calendar quarter. Invoices must be submitted by
intermediaries seeking payment for a particular calendar quarter not more than
30 calendar days after the end ofthe calendar quarter for which the intermediary
seeks payment.
TPIS will use its best efforts to pay intermediaries not more than 45 calendar
days after it receives an invoice that is in good form and satisfies the
requirements of this Guidance. 243307-2
No interest will accrue on amounts paid in connection with prior calendar
quarters or uncashed dealer distribution fee checks.
14. Conflictin2 Payment Claims If two or more intermediaries seek payment from
TPIS for the same Retail Class shares of the Funds (e.g., a clearing broker and
introducing broker), and the requests submitted together exceed an amount that,
on an annual basis, would equal 0.25% of the average daily assets of Retail
Class shares of the Funds that these intermediaries have distributed and/or
serviced during that period of time, as calculated by TPIS, then TPIS shall
notify the intermediaries of the conflicting requests and may, in its
reasonable, sole discretion, (a) decline to make any payment to the relevant
intermediaries unless and until some or all requests are revised, so that all
requests do not exceed the Plan's 0.25% threshold; or (b) in the absence of any
revised requests within 60 days of that notification, reduce the requests, on a
pro rata basis, as needed so that they do not exceed that threshold.
15. Method ofPavment TPIS will pay intermediaries pursuant to the Plan
exclusively using the ACH system. In order to receive payment, an intermediary
must provide TPIS with ACH system information sufficient for TPIS to make
payment. (See Exhibit 2.)
16. Fund and Other Review ofPavments to Intermediaries Intermediaries who accept
payments pursuant to the Plan are obligated, upon TPIS' request, to supply TPIS
with copies of, or provide access to, books and records, or other information or
documents, that are reasonably required for TPIS to respond to requests for
information from the Funds about expenses reimbursed or payments accepted by the
intermediary under the Plan, or to respond to subpoenas or document requests
from regulatory or self-regulatory authorities. The Funds may also, in the
course of their intermediary oversight activities, directly request this
information from intermediaries who accept Plan payments.
17. Revisions to this Guidance for Intermediaries TPIS reserves the right to
revise this Guidance from time to time but will provide intermediaries with at
least 60 days' advance notice of any material changes.
FINANCIAL SERVICES FOR THE GREATER GOOD'"
243307-2
Exhibit X-0
00x-x Fee Invoice
TIAA-CREF Funds -- Retail Class Shares
Date
Company Name: ("Intermediary")
Intermediary seeks payment from Teachers Personal Investors Services, Inc.
("TPIS") for the dollar amounts below eligible under Rule 12b-l of the
Investment Company Act of 1940 that have been expended during the calendar
quarter stated below, in connection with the Retail Class of the TIAA-CREF Funds
(the "Funds").
Contact Name:
Email:
Address:
Floor:
Phone:
Zip Code:
City:
State:
Retail Class 12b-l Expense Type:
(Please indicate expense type(s) and dollar amount)
- Marketing and Distribution Expenses: $ or Basis Points
(Explained in more detail in TPIS' Guidance for Intermediaries. May include, but
not limited to: Due-diligence for fund placement, marketing support,
conference/meeting opportunities, value-add programs/materials, personnel
expense, telephone and training support, printing and mailing of sales
literature/prospectuses)
- Shareholder Servicing Expenses: $ or Basis Points
(Explained in more detail in TPIS' Guidance for Intermediaries. May include:
Administrative services and recordkeeping)
Total Expenses: $ or Basis Points
Expenses incurred during time period:
Quarter: 1_2_3_4-
Year:
Estimate of Retail Class Average Dailv Net Assets during reported time period: $
The undersigned intermediary hereby certifies that this request complies with
Rule 12b-l and all other applicable laws, regulations and orders. Intermediary
acknowledges that only one request for payment can be made per calendar quarter
and the payment may not exceed an annualized amount of 0.25% of the average
daily net assets of Retail Class shares of the Funds that Intermediary has
distributed and/or serviced during this calendar quarter, as calculated by TPIS
based on the Funds' transfer agent's records.
Intermediary Authorized Signature:
Signatory Name:
Title:
Completed invoices (including signature) should be submitted for payment
electronically, to DL x0xXXxxx@xxxx-xxxx.xxx. TPIS will rely on your prior ACH
instructions unless otherwise notified. Submissions should be submitted within
30 days of quarter end. If you have any questions please email DL
XXXXXxxxxxxxx@xxxx-xxxx.xxx or call Xxxxx Xxxxxxx ofTPIS at (000) 000-0000.
-------------------------------------------------------------
TPIS Use Only: Approved:
Comments:
Not Approved:
Initials:
Date:
09 TIAA Cref Selling Group Agreement.doc
Contract revised 07/09
Exhibit X-0
00x-x Fee ACH
Form TIAA-CREF Funds -- Retail Class Shares
- I (we) hereby authorize Teachers Personal Investors Services, Inc. ("TPIS"),
to initiate debit entries/payments and to initiate, if necessary, credit entries
and adjustments for any debit entries in error to our account at the bank
("Bank") designated below.
Authorized by (please print)
Date
Title (please print)
Telephone Number
Corporation Name (as it appears on your bank account)
Federal Taxpayer ID#
Address:
Email:
Zip Code:
Floor:
City:
State:
Bank Information Bank Name:
Telephone Number:
Address:
Branch:
City:
Zip Code:
State:
Transit Number/ABA Number:
Account Number:
This authority is to remain in full force and effect until TPIS has received
written notification from me (us) of its termination in such time and in such
manner as to afford TPIS and Bank a reasonable opportunity to act on it.
Authorized Signature:
Date:
Completed ACH forms (including signature) along with completed W-9 form should
be submitted for payment electronically, to DL 00x-0Xxxx@xxxx-xxxx.xxx. If you
have any questions please email DL XXXXXxxxxxxxx@xxxx-xxxx.xxx or call Xxxxx
Xxxxxxx ofTPIS at (000) 000-0000.
-----------------------------------------------------------------------------
TPIS Use Only: Approved:
Comments:
Not Approved:
Initials:
Date:
243307-2
Exhibit E PREMIER
CLASS ADDENDUM, Made as of December 21, 2009
FINANCIAL SERVICES FOR THE GREATER GOOD>
1. Distribution and/or Services Provided by Dealer. Dealer agrees to provide the
following distribution and/or services (please check all that apply) in
connection with the Premier Class:
[ ] Recordkeeping, transaction processing and/or administrative services for the
Premier Class.
[X] Initial and ongoing due diligence on the Premier Class and consideration for
placement of one or more of the Funds on "recommended," "preferred," "select" or
a similar list of mutual funds maintained by Dealer to the extent that the Funds
selected satisfy Dealer' standards for inclusion on any such list.
[ ] Support for Distributor's marketing efforts for the Premier Class by
granting reasonable requests for Distributor's sales and marketing
representatives to communicate with Dealer's sales and marketing representatives
about the Premier Class, such as visits to Dealer's offices and/or opportunities
to participate in or lead Dealer professional development workshops, study
groups and other financial advisor education events.
[ ] Opportunities to present and exhibitor opportunities at Dealer national and
regional conferences.
[X] Distribution of Premier Class-related information including value-added
programs, conference calls, Web casts and fact sheets.
[ ] Adding Premier Class-related value-added materials to Dealer publications.
[ ] Assigning an individual to provide service to each Plan/individual account
on Dealer's books with the Premier Class and to reassign the account should that
individual no longer be assigned to the account. Dealer will instruct each such
individual to regularly contact shareholders having accounts so assigned.
[ ] Passing through either directly or indirectly to the individual(s) assigned
to such accounts a share of the compensation paid to Dealer pursuant to this
Addendum. Dealer acknowledges that payments under this Addendum are intended to
compensate the individual for providing, and encourage the individual to
continue to provide, service to the account holder.
[ ] Providing telephone support to shareholders of the Premier Class and
training phone support personnel to answer questions concerning the Premier
Class.
[ ] Printing and mailing of Premier Class sales literature.
[ ] Other (must be specified):
243307-2
2.
Payments to Dealer.
For providing such services to the Premier Class, and subject to Section 5
below, Dealer shall receive as compensation an aggregate fee at the annual rate
of 15 basis points of the average net daily net assets of the Customers invested
in the Funds. Such fee shall be paid quarterly in arrears no later than the end
of the next calendar month after each quarter.
In order to receive a payment on behalf of the Premier Class for a particular
quarter, the sum due to Dealer must amount to at least $100.00.
3.
Plan Payments Generally.
(a) To the extent that any of the Funds maintain a Distribution Plan (a "Plan")
in accordance with Rule 12b-l of the 1940 Act ("Rule 12b-l") and those
Distribution Plans are "compensation" as opposed to "reimbursement" plans,
Distributor shall make distribution payments or service payments to Dealer under
the Plans for those Funds (each a "Compensation Fund") in accordance with the
terms of each Plan, Rule 12b-l of the 1940 Act, and this Addendum.
(b) Dealer represents by its acceptance of any Plan payments that (i) it is
providing such distribution or services, (ii) the distribution or services
provided by Dealer and its receipt of Plan payments will comply with Rule 12b-l
and all other applicable laws and regulations, or order of any court,
governmental agency, or self-regulatory organization, and (iii) it will provide
to customers any and all necessary disclosures required by law relating to such
payments that are required in connection with receipt of Plan payments from the
Funds. Distributor represents and warrants that the existence of each Plan, the
terms of the Plan, and its activation have been disclosed in the prospectus
and/or Statement of Additional Information, as amended (together, the
"Prospectus") for each Fund.
(c) The parties agree that Distributor, the Funds, and their affiliates do not,
will not, and will not be expected to direct portfolio securities transactions
for the Funds, or any remuneration described in Rule 12b-l(h) of the 1940 Act,
to Dealer in consideration of Dealer' promotion or sale of the Shares of the
Funds. Distributor represents and warrants that the Funds have implemented
policies and procedures reasonably designed to comply with Rule 12b-l(h).
(d) Dealer agrees to look solely to Distributor for compensation for any
distribution services it may provide to a Compensation Fund. In no event shall
Dealer seek any such payment directly from any Fund.
(e) Dealer acknowledges that 12b-l Payments, with respect to any Fund, may be
terminated at any time, without the payment of any penalty, by vote of a
majority of the trustees of that Fund who are not "interested persons" as
defined under the 1940 Act and have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan, or by vote of
a majority of the outstanding voting securities of that Fund, as defined in the
1940 Act, on not
243307-2
243307-2
more than sixty (60) days' written notice to Dealer. The Parties also
acknowledge that the Agreement will terminate automatically in the event of its
assignment.
(f) Dealer acknowledges that all Plan payments are subject to the limitations
contained in the terms of each Plan. Dealer agrees that Distributor has made no
representations to Dealer with respect to the Plans in addition to, or
conflicting with, the description set forth in the current Prospectuses for the
Compensation Funds.
(g) Dealer acknowledges and agrees that it will not be paid any Plan payments by
Distributor from a Compensation Fund with respect to a specific time period
unless and until Distributor is in receipt of the payments from that
Compensation Fund pursuant to its Plan for such period, and Distributor's
liability to Dealer for the payment of any Plan payments is limited solely to
the fraction of the Compensation Fund payments received by Distributor pursuant
to the Compensation Fund's Plan that reflects the value of the shares of the
Compensation Fund distributed and/or serviced by Dealer.
(h) Dealer agrees that it will not share or rebate any portion of any 12b-l
Payments or to otherwise grant any commissions, discounts, or other
allowances to any person or entity that is not distributing, or providing
shareholder administration or recordkeeping seryices to Cu,stomers for, the
Premier Class of the Funds.
22c-2 Supplement To Selling Group Agreement Among Teachers Personal
Investors Services, Inc., Teachers Advisors, Inc., OneAmerica Securities,
Inc., and American United Life Insurance Company ("AULIC") Dated December
~, 2009 (the "Agreement")
Shareholder Information.
AULIC shall generate, on a regular and ongoing basis, and make available to
Distributor, electronic transaction reports on transactions in the TIAA-CREF
Funds ("the Funds") in a mutually agreed electronic format. The reports shall
satisfy the requirements set forth in Section (i) below.
(i) Agreement to Provide Information. AULIC agrees to provide the Funds, upon
request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), ifknown, of any or all Shareholder(s) (as
defined below) of the account and the amount, date, name or other identifier of
any investment professional(s) associated with the Shareholder(s) or account
(if known), and transaction type (purchase, redemption, transfer, or exchange)
of every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by AULIC during the period covered by the request.
(A)Period Covered by Request. The request must set forth a specific period, not
to exceed 180 days from the date of the request, for which transaction
information is sought. The Funds may request transaction information older than
180 days from the date of the request as the Funds deem necessary to investigate
compliance with policies established by the Funds for the purpose of eliminating
or reducing any dilution of the value of the outstanding Shares issued by the
Funds.
(B)Form and Timing of Response. Dealer agrees to provide, promptly upon request
of the Funds or their designee, but in any event not later than five business
days after receipt of a request, the requested information specified in
paragraph (i) above. If requested by the Funds or their designee, AULIC agrees
to use best efforts to determine promptly whether any specific person about whom
it has received the identification and transaction information specified in
paragraph (i) above is itself a financial intermediary ("Indirect Intermediary")
and, upon further request of the Funds or their designee, promptly either: (i)
provide (or arrange to have provided) the information set forth in paragraph (i)
above for those Shareholder(s) who hold an account with an Indirect
Intermediary; or (ii) restrict or prohibit the Indirect Intermediary from
purchasing, in nominee name on behalf of other persons, Shares of the Funds. The
format for any transaction information provided to the Fund must be consistent
with the NSCC Standardized Data Reporting Format or, if mutually agreed by the
parties, an electronically readable database file (e.g., an Excel worksheet).
243307-2
(ii) Agreement to Restrict Trading. AULIC agrees to execute written instructions
from the Funds to restrict or prohibit further purchases or exchanges of Shares
by a Shareholder that has been identified by the Funds as having engaged in
transactions of Shares (directly or indirectly through AULIC's account) that
violate policies established or utilized by the Funds for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Funds, including, without limitation, the Funds' excessive trading
and market timing policies.
(A)Form of Instructions. Instructions to restrict or prohibit trading must
include the TIN, ITIN or GU, if known, and the specific restriction(s) to be
executed. If the TIN, ITIN or GU is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or account(s) or other
agreed upon information to which the instructions relate.
(B)Timing of Response. AULIC agrees to execute instructions from the Funds to
restrict or prohibit trading as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by AULIC.
(C)Confirmation bv AULIC. AULIC must provide written confirmation to the Funds
that instructions from the Funds to restrict or prohibit trading have been
executed. AULIC agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the instructions have
been executed.
(iii)Definitions. For purposes of this Supplement:
(A)The term "Funds" includes the Funds, Distributor and any transfer agent(s) of
the Funds. The term does not include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act.
(B)The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment Company
Act of 1940 that are held by the Service Provider.
(C)The term "Shareholder" means any beneficial owner of Shares, whether the
Shares are held directly or by Dealer or AULIC (or an Indirect Intermediary) in
nominee name. Shareholder also means participants of employee benefit plans who
are customers of Dealer even if such plans may be deemed to be the beneficial
owner of Shares.
(D)The term "written" includes electronic writings and facsimile transmissions.
(E)Other capitalized terms shall be defined as in SEC Rule 22c-2 or, if not
defined in that Rule, have the same meaning as used in the Agreement.
243307-2
The parties hereto have executed and delivered this Supplement to the Agreement
as of December 21,2009.
DISTRIBUTOR,
TEACHERS PERSONAL INVESTORS SERVICES, INC.
000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxxxxxxx
Print Name: Xxxxx X. Xxxxxxxxxxxx
Title:Managing Director
TEACHERS ADVISORS, INC.
000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000
By:/s/Xxxxx X. Xxxxxxxxxxxx
Print Name:Xxxxx X. Xxxxxxxxxxxx
Title:Managing Director
243307-2
DEALER,
By:/s/ Xxxxxxxx X. Filing
Print Name:Xxxxxxxx X. Filing
Title: President
AMERICAN UNITED LIFE INSURANCE COMPANY
By:/s/ Xxxxx Xxxxx
Print Name:Xxxxx Xxxxx
Title: Assistant VP
