EXHIBIT (h)(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
AND
BOSTON FINANCIAL DATA SERVICES, INC.
TABLE OF CONTENTS PAGE
1. Terms of Appointment: Duties of Boston Financial
2. Provision by Boston Financial of Computer Software and Hardware
3. Fees and Expenses
4. Representations and Warranties of Boston Financial
5. Representations and Warranties of the Fund
6. Data Access and Proprietary Information
7. Indemnification
8. Standard of Care
9. Covenants of the Fund and Boston Financial
10. Wire Transfer Operating Guidelines/Article 4A of the
Uniform Commercial Code
11. Termination of Agreement
12. Additional Funds
13. Assignment
14. Amendment
15. New York Law to Apply
16. Force Majeure
17. Consequential Damages
18. Merger of Agreement
19. Counterparts
20. Notices
21. Limitations of Liability of Trustees and Shareholders
Attachment
A. Fee Schedule
B. Service Level Agreement
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of July 1, 2002, by and between TIAA-CREF Institutional Mutual
Funds, a Delaware business trust having its principal office and place of
business at 000 Xxxxx Xxxxxx, xxx Xxxx, XX 00000 (the "Fund") and Boston
Financial Data Services, Inc., a Massachusetts corporation having its principal
office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("Boston Financial").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund offerS shares in seven series, the Institutional Growth and
Income Series, Institutional Money Market Series, Institutional Growth Equity
Series, Institutional International Equity Series, Institutional Bond Series,
Institutional Equity Index Series, Institutional Social Choice Equity Series,
(each such series, together with all other series and classes of series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 12, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Fund and the Portfolios desires to appoint Boston Financial as the
Fund's transfer agent, dividend disbursing agent, and agent in connection with
certain other activities, and Boston Financial desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT: DUTIES OF BOSTON FINANCIAL
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund
and its Portfolios hereby employs and appoints Boston Financial to act as,
and Boston Financial agrees to act as transfer agent for the Fund's
authorized and issued shares of beneficial interest ("Shares"), dividend
disbursing agent, and agent in connection with any accumulation, open
account or similar plans provided to shareholders of each of the respective
Portfolios of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information ("prospectus")
of the Fund on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal program.
1.2 Boston Financial agrees that it will perform the following services:
a. In accordance with procedures established from time to time by
agreement between the Fund and each of the Portfolios, as applicable
and Boston Financial, Boston Financial shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to
the custodian of
the Fund authorized by the Trustees of the Fund pursuant to the
Declaration of Trust of the Fund (the "Custodian"). In connection
with the acceptance of orders for the purchase of Fund Shares,
Boston Financial is authorized to process, and will process, wire
instructions only;
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account(s);
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;
(iv) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholder(s);
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(vii) Provide, on behalf of the Fund, timely, accurate and factual
responses to Shareholder inquiries received over the phone, by
mail, by facsimile, or by other electronic means. Also, maintain
copies of written correspondence received, and produce, deliver,
and maintain copies of correspondence generated in response to
such inquiries;
(viii) Maintain records of account for and advise the Fund and its
Shareholders as to items (i) through (vii) and;
(ix) Record the issuance of Shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of Shares of
the Fund which are authorized, based upon data provided to it by
the Fund, and issued and outstanding. Boston Financial shall also
provide the Fund on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.
(a) In addition to and neither in lieu nor in contravention of the services set
forth in the above paragraph (a), Boston Financial shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent, and, as
relevant, agent in connection with accumulation, open-account or similar
plans (including without limitation any periodic investment plan or
periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing and tabulating proxies, mailing Shareholder reports
and prospectuses to current Shareholders, withholding, depositing and
reporting taxes on U.S. resident and non-resident alien accounts,
preparing, filing and issuing U.S. Treasury Department and IRS Forms 1099
and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders and maintaining
appropriate records in compliance with all applicable regulatory
requirements, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder
account information; and (ii) provide a system which will enable the Fund
and/or its designee to monitor the total number of Fund Shares sold in each
State. Such system shall include the generation and delivery to the Fund
and/or its designee of a daily report detailing the sale of Fund Shares for
the previous day in each of the States Fund Shares are sold.
(c) In connection with state tax reporting services to be provided by Boston
Financial pursuant to this Agreement, Boston Financial and the Fund shall
mutually agree on state tax reporting obligations on an annual or other
mutually agreeable periodic basis.
(d) In addition, the Fund and/or its designee shall: (i) identify to Boston
Financial in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State; and (ii) verify the establishment
of transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The responsibility of
Boston Financial for the Fund's blue sky registration status is solely
limited to the initial establishment of transactions and the reporting of
such transactions as provided above.
(e) Boston Financial shall provide additional services on behalf of the Fund
(i.e services pertaining to escheatments, garnishment orders, bankruptcy
and divorce proceedings, IRS or State tax authority tax levies and
summonses and all matters relating to the foregoing) which may be agreed
upon in writing between the Fund and Boston Financial.
(f) Boston Financial represents that:
(i) It is in compliance with applicable money laundering and currency
transaction reporting laws, regulations, including the USA Patriot
Act, and government guidance including suspicious activity reporting
and recordkeeping requirements, and has adequate policies, procedures
and internal controls to ensure compliance;
(ii) It monitors transactions to identify unacceptable forms of payment (as
defined in the Fund's current prospectus, as amended from time to
time) and reportable and suspicious transactions and reports to the
appropriate authorities reportable and suspicious transactions;
(iii) It is in compliance with applicable federal laws and U.S. Treasury
Office of Foreign Assets Control ("OFAC") regulations, government
guidance, and blocking and notification requirements, including, but
not limited to, executive orders issued by the President of the United
States (collectively referred to as "OFAC laws"), and has adequate
policies, procedures and internal controls to ensure compliance as it
pertains to embargoed and sanctioned countries and nationals, citizens
and/or residents thereof and their financial transactions; and
(iv) It will identify all (i) new accounts and (ii) accounts effecting
registration changes in financial transactions against OFAC laws and
OFAC lists identifying specially designated terrorists, nationals,
narcotic traffickers, governments and persons.
(g) Boston Financial shall provide trained customer transaction processing
staff who will process Shareholder transaction requests. Boston Financial
understands and agree that such staff will be considered to be dedicated to
providing services primarily to the Fund, but may, from time to time,
during periods of exceptional business volume, be utilized to provide
services to one or another of Boston Financial' other clients.
(h) Boston Financial agrees to the following policies for monitoring and
tracking as-of transactions for the Fund.
(i) On a Daily Basis Boston Financial shall utilize the DST
system to identify all share transactions which involve purchase and
redemption orders that are processed at a time other than the time
of the computation of net asset value per share next computed after
the receipt of such orders.
(ii) Prepare a "Delay in Processing" form for every as-of transaction that
is not estimated explaining the reason for processing this
transaction. Each delay in processing form shall be reviewed, approved
and signed by the appropriate level of management prior to processing
the transaction.
(iii) Monitor the payment threshold. The dollar amount equivalent to
one-half of one cent per share shall be calculated systematically and
this amount will represent the threshold limit. If the net effect of
the as-of transactions attributed as "transfer agent caused" is
negative and exceeds the threshold limit, then Boston Financial
reserves the right, with agreement from the Fund, to reprocess the
activity with a corrected price or shall promptly make payment to the
Fund.
(iv) Scan the daily as-of journals reviewing any transfer agent gain/loss
items of $300 and greater and all non-estimated gain/losses of $5,000
or greater. Boston Financial's compliance unit shall review these
items to find the cause and initiate procedural changes, if necessary.
(v) Review the month-to-date error report for transactions that may have
invalid reason codes. If an invalid reason code is identified, the
gain or loss amount shall be moved to reflect the reason code.
Documentation will be maintained for those transactions requiring such
changes.
(vi) On a Monthly Basis Boston Financial shall:
1. Review the monthly detail report and accountability reports.
2. Review a compliance as-of monthly statistical recap report.
3. Provide a monthly report to the Fund that summarizes as-of
activity by Fund. Provide the Fund with Advisors supporting
documentation as requested.
(vii) On an annual basis Boston Financial shall zero out the previous
year's net gain or loss on the accountability month-to-date threshold
section of the daily report by using the current figure. This shall be
done for Boston Financial reason codes and all other reason codes
until otherwise instructed by the Fund.
2. PROVISION BY BOSTON FINANCIAL OF COMPUTER SOFTWARE AND HARDWARE
2.1 Boston Financial will provide computer software and hardware, or arrange
for it to be provided, and provide for the maintenance of such software and
hardware, for the purposes of performing its duties as described herein,
specifically including, but not limited to establishing electronic
interfaces with the Fund as necessary to provide daily file transfers from
Boston Financial to the Fund and vice-versa. Specifically, but not by way
of limitation, Boston Financial will make available to the Fund and each
Portfolio the following systems:
a. DST TA/2000 System and its peripheral applications
b. DST AWD and AWD/View Manager Systems
c. DST Investor System
d. DST CSW/ISW
e. DST TA NT
f. DST Vision
g. DST Fan Mail
2.2 Boston Financial will insure that on-line environments are available each
business day between the hours of 7:00 a.m. and 8:00 p.m. Eastern Standard
Time.
2.3 Boston Financial will provide the Fund with full end-user documentation and
manuals and all other standard system documentation generally provided by
Boston Financial and DST of all computer software and hardware to be
utilized for the purposes of administering its duties as described herein,
including by way of example, standard interface file layouts, hardware
specifications relating to the Funds' end-user requirements and file
layouts related to pertinent Fund data. Such documentation will not include
source code, systems architecture, database design or other similar
information in regard to the functioning of Boston Financial's or DST's
systems.
2.4 Boston Financial will notify the Fund, in writing, at least sixty (60) days
in advance of the implementation of any and all changes to software and
hardware that will materially affect the administration of its duties
and/or the interfaces established with the Fund. Further, Boston Financial
will plan and execute, to the reasonable satisfaction of the Fund,
appropriate levels of unit and acceptance testing of any such changes
before implementing them into the production environment(s) utilized to
meet its responsibilities to the Fund as described herein.
2.5 Boston Financial agrees to take all reasonable steps necessary to remedy
production problems with the operation of the software and hardware,
including but without limitation, those related to programming errors and
operating environment malfunctions; until such problems have been remedied
as mutually agreed to by the Fund and Boston Financial.
2.6 Boston Financial will maintain commercially reasonable security protocols
for all software and hardware utilized in meeting its administrative duties
as described herein; including but without limitation, those related to
applications, data centers, systems, networks, telecommunication links,
tape management facilities, and virus control mechanisms. Boston Financial,
upon its knowledge of any material violation of the established security
protocols, shall notify, by telephone, the Fund's or its designee's Manager
of Technical Services, within twenty-four (24) hours following the
discovery of said violation(s). Further, Boston Financial will comply,
within one (1) business day, with any request from the Fund for a security
lock out of any Officer of the Fund.
2.7 Boston Financial will provide for back-up of the computer software and
hardware, maintain the Fund's data files in a manner so as to minimize risk
of damage or loss and will provide for daily back-up of those data files.
Boston Financial will maintain a comprehensive disaster recovery plan and
will maintain back-up processing facilities, and will provide for
transition to such back-up processing sites in the event that computer
software or hardware downtime at Boston Financial' offices, or those of its
subcontractors exceeds twenty-four (24) consecutive hours.
2.8 Boston Financial agrees to provide the Fund with a copy of its Disaster
Recovery Plan
upon the request of the Fund. Boston Financial will test its Disaster
Recovery Plan at least once per calendar year at a time mutually agreeable
with the Fund and a Fund representative shall have the right to be present
at such test. Boston Financial further agrees to annually provide the Fund
with copies of its audited SAS 70 report.
2.9 Boston Financial further agrees to provide connectivity for on-line access,
transmissions of data files, and all other functions as described herein to
the Fund in New York City, New York, White Plains, New York, Denver,
Colorado, Charlotte, North Carolina, the Fund's back-up site in Sterling
Forest, NY and such additional sites to be mutually agreed upon by the
parties. In the event that the Fund must invoke their own disaster recovery
plans, Boston Financial agrees to work with them to make alternative site
access available for use within a forty-eight hour time period from the
time of a disaster declaration by the Fund and to reasonably accommodate
daily processing outside of a regular business day in the event of an
emergency situation incurred by the Fund.
2.10 As part of the Fund's implementation plan for the service to be rendered
under this Agreement, Boston Financial will provide for training on all
systems that are proprietary to Boston Financial and that will be utilized
by the Fund in connection with this Agreement. Such training will take
place at the Fund's New York offices at times agreed to by the parties.
Similarly, Boston Financial will provide training required as a result of
administrative, systems or operating changes initiated by Boston Financial.
However, training requested by the Fund for new employees of it designee,
or for changes initiated by the Fund, will be provided on a schedule and in
a location mutually agreed to in writing by the parties and Boston
Financial' costs related to such subsequent training shall be billed to the
Fund as an out-of-pocket expense.
2.11 Boston Financial will ensure that technical support services from DST
Systems, Inc. ("DST") are available to the Fund 24 hours a day each day of
the year. Boston Financial technical support staff will be made available
each business day between the hours of 7:00 a.m. and 11:00 p.m. Eastern
Standard Time. Boston Financial will provide a list of contact staff and
phone numbers, including those of unit/shift managers at Boston Financial
and DST, to the Fund or its designee.
2.12 Boston Financial will conduct batch processing of all Shareholder
transactions each business day. Transactions received by 4:00 p.m. Eastern
Time will be applied to the current business day. Boston Financial will
ensure that batch processing files are available for electronic
transmission to the Fund between the hours of 3:00 a.m. and no later than
5:00 a.m. Eastern Time each day. Boston Financial will ensure monitoring of
batch on-line transmissions and will immediately notify the Fund's
Production Processing staff in the event that production/transmission
problems occur or when batch transmission windows are anticipated to be
exceeded.
2.13 Boston Financial will provide the Fund with three (3) AWD/CSW compatible
workstations for its use. The parties shall mutually agree upon any
provision by Boston Financial of any additional connectivity and
workstations requested by the Fund and any
additional charges resulting therefrom. Each workstation will be configured
to be fully compatible with Boston Financial/DST applications.
2.14 Upon request, Boston Financial will provide the Fund with connectivity to
all appropriate computer or other systems for use by the Fund in servicing
Shareholders at locations designated by the Fund in a mutually agreeable
system configuration.
3. FEES AND EXPENSES
3.1 For the services rendered by Boston Financial pursuant to this Agreement,
Teachers Advisors, Inc. ("Advisors") agrees to compensate Boston Financial
by paying the fees set out in the fee schedule attached hereto. Such fees
and out-of-pocket expenses referenced under Section 3.2 below may be
changed from time to time subject to mutual written agreement between
Advisors and Boston Financial.
3.2 In addition to the fees referenced under Section 3.1 above, Advisors agrees
to reimburse Boston Financial for reasonable out-of-pocket expenses as
reflected in the fee schedule attached hereto.
3.3 ADVISORS AGREES TO PAY ALL FEES AND REIMBURSABLE EXPENSES WITHIN THIRTY
(30) DAYS FOLLOWING THE RECEIPT OF THE MONTHLY BILLING NOTICE. UPON THE
TERMINATION OF THIS AGREEMENT BEFORE THE END OF ANY MONTH, THE FEE FOR THE
PART OF THE MONTH BEFORE SUCH TERMINATION SHALL BE PRORATED ACCORDING TO
THE PROPORTION WHICH SUCH PART BEARS TO THE FULL MONTHLY PERIOD AND SHALL
BE PAYABLE WITHIN THIRTY (30) DAYS FOLLOWING THE RECEIPT OF THE BILLING
NOTICE.
4. REPRESENTATIONS AND WARRANTIES OF BOSTON FINANCIAL
Boston Financial represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing under
the laws of The Commonwealth of Massachusetts;
4.2 It is duly registered as a transfer agent pursuant to Section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)");
4.3 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts;
4.4 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement;
4.5 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
4.6 It has and will continue to have access to, and will take the commercially
reasonable steps
necessary to ensure appropriate maintenance of, the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement; and
4.7 It will comply with all applicable regulatory requirements.
5. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to Boston Financial that:
5.1 The Fund is a business trust organized and existing and in good standing
under the laws of the State of Delaware;
5.2 The Fund is empowered under applicable laws and by its Declaration of Trust
to receive services pursuant to this Agreement;
5.3 The Fund has performed all requisite corporate proceedings to receive
services pursuant to this Agreement;
5.4 The Fund is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended; and
5.5 A registration statement under the Securities Act of 1933, as amended, on
behalf of each of the Portfolios will be effective upon or 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, and
appropriate State securities law filings have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered
for sale.
6. DATA ACCESS AND PROPRIETARY INFORMATION
6.1 THE FUND ACKNOWLEDGES THAT THE DATA BASES, COMPUTER PROGRAMS, SCREEN
FORMATS, REPORT FORMATS, INTERACTIVE DESIGN TECHNIQUES, AND DOCUMENTATION
MANUALS FURNISHED TO THE FUND BY BOSTON FINANCIAL AS PART OF THE FUND'S
ABILITY TO ACCESS CERTAIN FUND-RELATED DATA ("CUSTOMER DATA") MAINTAINED BY
BOSTON FINANCIAL ON DATA BASES UNDER THE CONTROL AND OWNERSHIP OF BOSTON
FINANCIAL ("DATA ACCESS SERVICES") CONSTITUTE COPYRIGHTED, TRADE SECRET, OR
OTHER PROPRIETARY INFORMATION (COLLECTIVELY, "PROPRIETARY INFORMATION") OF
SUBSTANTIAL VALUE TO BOSTON FINANCIAL OR OTHER THIRD PARTY. IN NO EVENT
SHALL PROPRIETARY INFORMATION BE DEEMED CUSTOMER DATA. THE FUND AGREES TO
TREAT ALL PROPRIETARY INFORMATION AS PROPRIETARY TO BOSTON FINANCIAL AND
FURTHER AGREES THAT IT SHALL NOT DIVULGE TO ANY PERSON OR ORGANIZATION
EXCEPT AS MAY BE PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE
FUND AGREES FOR ITSELF AND ITS EMPLOYEES AND AGENTS:
(a) to access Customer Data solely from locations as may be designated in
writing by Boston Financial and agreed to by the Fund and solely in
accordance with Boston Financial' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with Boston Financial' instructions;
(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other location,
except with the prior written consent of Boston Financial;
(e) that the Fund shall have access only to those authorized transactions
agreed upon by the parties; and
(f) to honor all reasonable written requests made by Boston Financial to
protect at Boston Financial's expense the rights of Boston Financial
in Proprietary Information at common law, under federal copyright law
and under other federal or State law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section
shall survive any earlier termination of this Agreement.
6.2 If the transactions available to the Fund include the ability to originate
electronic instructions to Boston Financial in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event Boston Financial shall
be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures
established by the Fund and Boston Financial from time to time.
7. INDEMNIFICATION
7.1 Boston Financial shall not be responsible for, and the Fund shall indemnify
and hold Boston Financial harmless from any and all losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and liability arising
out of or attributable to:
a. All actions of Boston Financial or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and with reasonable care and without
negligence or willful misconduct;
b. The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Fund
hereunder;
c. The reliance on or use by Boston Financial or its agents or
subcontractors of information, records, documents or services which
(i) are received by Boston Financial or its agents or subcontractors,
and (ii) have been prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund; or
d. The reliance on, or the carrying out by Boston Financial or its agents
or subcontractors of any written instructions or request of the Fund
and the applicable Portfolio.
7.2 AT ANY TIME BOSTON FINANCIAL MAY APPLY TO AN AUTHORIZED OFFICER OF THE FUND
FOR INSTRUCTIONS, OR MAY CONSULT WITH THE FUND'S IN-HOUSE LEGAL COUNSEL OR
MAY AT ITS OWN EXPENSE CONSULT WITH ITS OWN LEGAL COUNSEL WITH RESPECT TO
ANY MATTER ARISING IN CONNECTION WITH THE SERVICES TO BE PERFORMED BY
BOSTON FINANCIAL UNDER THIS AGREEMENT, AND BOSTON FINANCIAL AND ITS AGENTS
OR SUBCONTRACTORS 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 SUCH INSTRUCTIONS FROM AN
AUTHORIZED OFFICER OF THE FUND OR THE OPINION OF THE FUND'S IN-HOUSE
COUNSEL OR BOSTON FINANCIAL'S LEGAL COUNSEL, PROVIDED HOWEVER, WITH RESPECT
TO THE PERFORMANCE OF ANY ACTION OR OMISSION OF ANY ACTION UPON SUCH LEGAL
ADVICE BY BOSTON FINANCIAL'S LEGAL COUNSEL, BOSTON FINANCIAL SHALL BE
REQUIRED TO CONFORM TO THE STANDARD OF CARE SET FORTH HEREIN AND FURTHER
PROVIDED THAT BOSTON FINANCIAL SHALL FOLLOW THE ADVICE OF THE FUND'S
IN-HOUSE LEGAL COUNSEL IN ANY AND ALL INSTANCES WHERE THE ADVICE OF THE
FUND'S IN-HOUSE LEGAL COUNSEL AND BOSTON FINANCIAL'S LEGAL COUNSEL DIFFER.
BOSTON FINANCIAL, ITS AGENTS AND SUBCONTRACTORS SHALL BE PROTECTED AND
INDEMNIFIED IN ACTING IN GOOD FAITH AND WITH REASONABLE CARE AND WITHOUT
NEGLIGENCE UPON ANY PAPER OR DOCUMENT FURNISHED BY OR ON BEHALF OF THE
FUND, REASONABLY BELIEVED TO BE GENUINE AND TO HAVE BEEN SIGNED BY DULY
AUTHORIZED PERSON OR PERSONS, OR UPON ANY INSTRUCTION, INFORMATION, DATA,
RECORDS OR DOCUMENTS PROVIDED TO BOSTON FINANCIAL OR ITS AGENTS OR
SUBCONTRACTORS BY MACHINE READABLE INPUT, TELEX, CRT DATA ENTRY OR OTHER
SIMILAR MEANS AUTHORIZED BY THE FUND,
AND SHALL NOT BE HELD TO HAVE NOTICE OF ANY CHANGE OF AUTHORITY OF ANY
PERSON, UNTIL RECEIPT OF WRITTEN NOTICE THEREOF FROM THE FUND OR ITS
DESIGNEE.
7.3 In order that the indemnification provisions contained in this Section 7
shall apply, upon the assertion of a suit for which the Fund may be
required to indemnify Boston Financial, Boston Financial shall promptly
notify the Fund of such assertion, and shall keep the Fund advised with
respect to all developments concerning such suit. 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, Boston Financial 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 the Fund shall have specifically authorized in writing the
retaining of such counsel. Boston Financial shall not settle any action,
suit, claim, or demand, for which indemnity may be sought hereunder without
the prior written approval of the Fund, which approval shall not be
unreasonably withheld. The indemnification provisions contained herein
shall survive the termination of this Agreement.
8. STANDARD OF CARE
8.1 Boston Financial shall at all times act in good faith and with reasonable
care and agrees to use its best efforts to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or that of its
employees, agents, or subcontractors.
8.2 In addition to the liability of Boston Financial under this Section 8,
Boston Financial 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 Boston Financial, its agents or
subcontractors arising from the obligations of Boston Financial hereunder,
including, without limitation, all reasonable attorneys' fees and expenses
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 Boston Financial for such claim.
9. COVENANTS OF THE FUND AND BOSTON FINANCIAL
9.1 The Fund shall promptly furnish to Boston Financial the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund approving this Agreement; and
(b) A copy of the Declaration of Trust of the Fund and all amendments
thereto.
9.2 Boston Financial hereby agrees to establish and maintain facilities and
procedures
reasonably acceptable to the Fund for safekeeping of check forms and
facsimile signature imprinting devices, if any; and for the preparation or
use, and for keeping account of such forms and devices.
9.3 Boston Financial shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable
provided that it is in compliance with all applicable regulatory
requirements and it is consistent with prevailing industry standards for
transfer agents. To the extent required by Section 31 of the Investment
Company Act of 1940, as amended, and the rules thereunder, Boston Financial
agrees that all such records prepared or maintained by Boston Financial
relating to the services to be performed by Boston Financial hereunder are
the property of the Fund and will be preserved, maintained and make
available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its their
request. The Fund may, at any time and from time to time, reasonably
request copies of such records and Boston Financial will provide same.
9.4 Boston Financial and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law.
9.5 Boston Financial shall maintain reasonable safeguards for maintaining any
Shareholder records which are furnished by or on behalf of the Fund to
Boston Financial in the form of computer tapes, data transmissions or any
other medium. Boston Financial shall not, at any time, use such records or
any information contained therein for any purpose other than as
specifically authorized by this Agreement, or in writing by the Fund. No
such record or any part thereof shall be disclosed or provided to any other
person, except as specifically authorized by this Agreement, or upon the
prior written consent of an authorized officer of the Fund or as otherwise
required by law.
9.6 Boston Financial shall maintain reasonable safeguards for maintaining in
confidence any and all documentation and information obtained in connection
with this Agreement furnished to it by or on behalf of the Fund or by any
Shareholder or related to the Fund or any Shareholder, and all records
created from that documentation and information (collectively, the "Mutual
Fund Information"). Boston Financial shall not make use of or disclose the
Mutual Fund Information nor authorize its use or disclose the same to any
person or entity, other than the Fund, except as specifically authorized by
this Agreement, or upon the prior written consent of an authorized officer
of the Fund or as otherwise required by law. Copies of such documentation
and information shall remain the property of the Fund. Upon termination of
the Agreement or otherwise requested by the Fund, such documentation and
information furnished to Boston Financial by the Fund or a Shareholder
shall be promptly returned to the Fund, or Boston Financial will certify to
the Fund that all such information has been destroyed.
9.7 Boston Financial shall promptly notify an authorized officer of the Fund in
writing of any
and all legal actions received by or served on Boston Financial and shall
use its best efforts to promptly notify the Fund of all contacts and/or
correspondence received by Boston Financial from any regulatory department
or agency or other governmental authority purporting to regulate the Fund
and not Boston Financial, regarding Boston Financial' duties and activities
performed in connection with this Agreement, and will cooperate with the
Fund in responding to these contacts and any necessary correspondence.
9.8 Boston Financial shall permit the Fund, during the term of this Agreement,
through any person(s) designated by the Fund, at such reasonable times
during normal business hours and as often as the Fund may reasonably deem
appropriate but not so often as to place unreasonable burden on Boston
Financial, within ten (10) business day's prior written notice to an
Authorized Officer of Boston Financial, to conduct an inspection. As a
matter of clarification, the Fund acknowledges and agrees that no such
inspection shall include any visits, inspections, examinations, audits, or
verification of any of the properties, documents, books, reports, work
papers and other records belonging to, or in the possession of Boston
Financial, involving any service, product or work Boston Financial does or
possess other than those relating directly to this Agreement and the
service performed by Boston Financial in connection therewith.
9.9 Boston Financial will provide the Fund with copies of audit reports filed
with governmental authorities.
9.10 Boston Financial will provide the Fund with copies of all policies and
procedure manuals utilized by any and all of Boston Financial operating
units performing duties related to Boston Financial responsibilities to the
fund as described herein.
9.11 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, that arise from persons other than authorized officers
of the Fund, Boston Financial will immediately notify the Fund and secure
instructions from an authorized officer of the Fund as to such inspection.
9.12 With respect to Boston Financial' performance of the services as outlined
herein, Boston Financial agrees to work in concert with the Fund to
establish and document performance measurement standards for such services.
Boston Financial and the Fund shall mutually agree as to the frequency,
type, and format of reports which document Boston Financial's performance
relative to those standards. These standards may be modified from time to
time subject to mutual written agreement between the Fund and Boston
Financial.
9.13 Notwithstanding the restrictions on confidentiality in Section 10 herein,
when required by law Boston Financial will disclose Shareholder records
(e.g., subpoena for divorce) and Fund records (e.g., SEC inspection
powers). The Fund and Boston Financial will agree on procedures regarding
such mandatory disclosure and Boston Financial will make every reasonable
effort to notify the Fund of requests for such information by the SEC or
any
other federal or State securities regulatory agencies prior to the release
of such records.
10. WIRE TRANSFER OPERATING GUIDELINES/ARTICLE 4A OF THE UNIFORM COMMERCIAL
CODE
10.1 Boston Financial is authorized to debit promptly the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the
security procedure selected by the Fund and communicated in writing to
Boston Financial (the "Security Procedure") chosen for electronic funds
transfer and in the amount of money that Boston Financial has been
instructed to transfer. Boston Financial shall execute payment orders in
compliance with the Security Procedure and with the Fund's instructions on
the execution date in such instructions, provided that such payment order
is received by the close of the New York Stock Exchange (usually 4:00 p.m.
Eastern Time) on such date, or such other deadline agreed to in writing
with the Fund for processing such a request. All payment orders and
communications received thereafter will be deemed to have been received
the next Business Day.
10.2 The Fund acknowledges that the Security Procedure was selected by the Fund
from security procedures offered by Boston Financial. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons selected by the Fund and communicated to
Boston Financial in writing. The Fund shall promptly notify Boston
Financial if the Fund has reason to believe any unauthorized person may
have obtained access to such information or if the Fund changes such
authorized personnel. Boston Financial shall verify the authenticity of
all the Fund instructions according to the Security Procedure.
10.3 Boston Financial shall process all payment orders on the basis of the
account numbers contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
10.4 Boston Financial reserves the right to decline to process or delay the
processing of a payment order (i) that is in excess of the collected
balance in the account to be charged at the time of Boston Financial's
receipt of such payment order, (ii) if initiating such payment order would
cause Boston Financial, in Boston Financial's sole judgment, to exceed any
volume, aggregate dollar, network, time, credit or similar limits that are
applicable to Boston Financial; or (iii) if Boston Financial, in good
faith, is unable to satisfy itself that the transaction has been properly
authorized.
10.5 Boston Financial shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with the
Security Procedure, provided that such requests are received in a timely
manner affording Boston Financial reasonable opportunity to act. However,
Boston Financial assumes no liability if the request for amendment or
cancellation cannot be satisfied.
10.6 Boston Financial shall assume no responsibility for failure to detect any
erroneous payment order, provided that Boston Financial complies with
payment order instructions as received and Boston Financial complies with
the Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
10.7 Boston Financial shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order, unless
Boston Financial is notified of the unauthorized payment order within
thirty (30) days of notification by Boston Financial to the Fund of the
acceptance of such payment order.
10.8 When the Fund initiates or receives Automated Clearing House ("ACH")
credit and debit entries pursuant to this Article 11 and the rules of the
National Automated Clearing House Association and the New England Clearing
House Association, Boston Financial will act as Originating Depository
Financial Institution and/or Receiving Depository Financial Institution,
as the case may be, with respect to such entries. Credits given by Boston
Financial with respect to an ACH credit entry are provisional until Boston
Financial receives final settlement for such entry from the Federal
Reserve Boston Financial. If Boston Financial does not receive such final
settlement, the Fund agrees that Boston Financial shall receive a refund
of the amount credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be deemed to
have paid the amount of the entry.
10.9 Confirmation of Boston Financial's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours, notice of which may
be delivered through Boston Financial's proprietary information systems,
provided that the Fund has access thereto, or by facsimile or telephone
"call back". The Fund shall report any obligations to the execution of an
order within thirty (30) days following the date of execution of such
order.
11. TERMINATION OF AGREEMENT
11.1 This Agreement shall become effective as of the date first written above.
The Agreement shall remain in effect for a period of five (5) years from
the effective date of this Agreement (the "Initial Term"). During the
Initial Term, 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 30 days
written notice. Termination shall become effective 120 days after the end
of the 30 day cure period. After the Initial Term, this Agreement shall
automatically continue in effect unless terminated for any reason by the
Fund on ninety (90) days' prior written notice to Boston Financial, or by
Boston Financial on one hundred eighty (180)
days' prior written notice to the Fund, such termination to be effective
at the time specified in the written notice.
11.2 Should the Fund exercise its right to terminate, all reasonable
out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund on behalf of the applicable
Portfolio(s).
11.3 If this Agreement is terminated, both parties will act in good faith to
cooperate in an orderly transition.
12. ADDITIONAL FUNDS
12.1 In the event that the Fund establishes one or more series and/or class of
an existing or new series of Shares, in addition to those described in the
preamble of this Agreement with respect to which the Fund desires to have
Boston Financial render services as transfer agent for such series and/or
class of Fund Shares under the terms hereof, the Fund shall so notify
Boston Financial in writing, and such series of Shares shall become a
Portfolio hereunder.
13. ASSIGNMENT
13.1 Except as provided in Section 13.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
13.2 The Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted assigns.
13.3 Boston Financial may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) a Boston Financial
subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(2) or (ii) a Boston Financial affiliate duly registered as a
transfer agent under 17A(c)(2); provided, however, that Boston Financial
shall be as fully responsible to the Fund for the acts and omissions of
any subcontractor or agent as it is for its own acts and omissions.
14. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties.
15. NEW YORK LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
16. FORCE MAJEURE
Boston Financial shall not be liable for any damages to the Fund resulting
from Boston Financial's failure to perform under this Agreement or for the
loss of all or part of any records or proprietary information of the Fund
maintained or preserved by it pursuant to this Agreement or for any delays
or errors occurring because of acts of God, equipment or transmission
failure, or damage reasonably beyond its control except to the extent that
Boston Financial shall have failed 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.
17. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
18. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
19. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
20. NOTICES
Any notice or other instrument in writing authorized or required by this
Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed by registered or certified mail or delivered to it
or delivery refused therefore, at its offices at:
TIAA-CREF Institutional Mutual Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ATTENTION: TIAA-CREF INSTITUTIONAL MUTUAL FUNDS PRODUCT MANAGER
cc: Xxxx Xxxx, Esq.
Law Dept., 14th Floor
TIAA-CREF
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
or at such other place as the Fund may from time to time designate in
writing.
Any notice or other instrument in writing authorized or required by this
Agreement to be given to Boston Financial shall be sufficiently given if
addressed to Boston Financial and mailed by registered or certified mail
or delivered to it or delivery refused therefore, at its offices at:
President
Boston Data Financial Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
cc: Legal Department
Boston Financial Data Services, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
or at such other place as Boston Financial may from time to time designate
in writing.
21. LIMITATIONS 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
assets and 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 assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
BY: /s/ XXXXXX X. XXXXX
--------------------
ATTEST:
/s/ XXXXX X. XXXXXX
-------------------
BOSTON FINANCIAL DATA SERVICES, INC.
BY: ________________________
ATTEST:
------------------------------
FEE SCHEDULE
to
Transfer Agency and Service Agreement between TIAA-CREF Institutional Mutual
Funds and Boston Financial Data Services, Inc. dated __________________________,
2002.
I. FEES FOR SERVICE PROVIDED
1.1 In consideration for the services provided by Boston Financial to the Fund
and each Fund Portfolio as described in this Agreement, Teachers Advisors,
Inc. ("Advisors") agrees to compensate Boston Financial, as follows (note,
these fees are subject to reduction on a monthly basis as outlined in the
attached Service Level Agreement):
(a) ANNUAL ACCOUNT SERVICE FEES
The status of each account will be determined after the completion of
the last business day of each month. An account is defined as any
position held within a Portfolio that maintains a distinct fund and
account number combination. An open account is defined as any distinct
fund and account number combination with at least one dollar in
assets. A closed account is defined as any distinct fund and account
number combination with zero dollars in assets. Boston Financial
agrees to negotiate in good faith to reduce the following service fees
if the Fund or its designee internalizes certain functions. The
reduction in fees should be proportionate to the reduction in costs
previously incurred by Boston Financial in providing said services.
OPEN ACCOUNTS $13.25/ACCOUNT PER YEAR
Closed Accounts $ 2.50/account per year
At the end of the 2nd year and 4th year, each year beginning on the
contract signature date, net account growth, defined as the total of
open and closed accounts, will be reviewed and annual account service
fees will be adjusted as follows:
ADJUSTMENT YEAR 2 YEAR 4
---------- ------ ------
5% decrease 572,000 or more 680,000 or more
Remains the same 429,000-571,999 510,000-679,999
5% increase 428,999 or less 509,999 or less
(b) FIDUCIARY ACCOUNT FEES
XXX Annual Maintenance $10.00/per SSN
(c) OUT OF POCKET TRANSFER AGENT EXPENSES
Reasonable out-of-pocket expenses include but are not limited to:
computer programming, NSCC charges, FAN and VISION usage, disaster
recovery, transcripts, lost shareholder search and tracking, bank
processing (including, but not limited to, deposit and check
processing, returned check, wire and overdraft fees), escheatment,
state tax reporting, confirmation production, postage, forms,
telephone (i.e. telephone line charges, faxes, audio response,
transmissions), microfilm, microfiche, mailing and tabulating proxies,
records storage and all intranet or other system configuration charges
by DST required for services rendered under Section 2.14 of this
Agreement. In addition, any other expenses incurred by Boston
Financial at the request or with the prior written consent of
Advisors, will be reimbursed by Advisors. Any such out-of-pocket
expenses or advances incurred by Boston Financial will be billed to
Advisors at cost and Boston Financial will impose no additional
xxxx-up.
(d) DISCRETIONARY PROJECTS AND SERVICES
(i) New Fund Implementation $1,500 per cusip
(ii) TA2000 Voice Product Support
Adding/deleting funds, fund name changes, $ 500 per event
transfer hour changes
Changes to TA2000 Voice workflow or $1,000 per event
scripting
(iii) FAN (Financial Access Network) Support $ 200 per event
(iv) Reporting
TA2000 ad hoc report $ 50 per report
TA2000 ad hoc mainframe report
requiring programming $ 125 per hour
TA2000 Bundle changes $ 600 per event
(v) Fund Characteristic Updates
Updates to existing funds on TA2000 $ 200 per event
Cusip changes, name changes, price file
changes
(vi) Transmission Requests
Requests to implement inbound or outbound $2,000 per
Transmissions transmission
Requests to update client specific criteria $ 100 per
used to generate outbound transmissions transmission
(vii) Payroll Applications $1,000 per month
(viii) Programming Resources
DST dedicated programmer $150,000 per year
Programming overage charge $ 145 per hour
Business analysts $ 110 per hour
1.2 Each month Boston Financial will submit a fee statement at a rate of 1/12
of the annual fee for payment by Advisors on behalf of each Fund Portfolio
as provided for in Section 3 of the Agreement. The fee described above
shall be itemized separately by Fund Portfolio, and apart from any
recoverable out-of-pocket expenses billed for on the statement. All
out-of-pocket expenses and discretionary expenses should be reflected on a
monthly xxxx itemized separately by Fund Portfolio.
1.3 The fee described above shall remain in effect for as long as this
Agreement is in full force and effect.
SERVICE LEVEL STANDARDS
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Measure: Timeliness Standard Accuracy Standard
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SYSTEMS: 1. 99.00 % availability excluded scheduled
maintenance. No more than 15 hours of
1. SYSTEM AVAILABILITY scheduled maintenance per month.
a. VIEW CALL ACCESS
b. desktop AWD access 2. 99% delivery within agreed to
c. TA2000 access timeframes. If invalid data is
d. TA2000 Voice received in a file/transmission,
the down time between receipt
2. Transmissions of original file and the corrected
file will be tracked.
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PRINT/MAIL: 1. 98% mailed within 2 days
1. Daily Confirmations 2. 99% mailed within 5 days
2. Investor Statements of audit approval or receipt
3. Tax Reporting of inserts
3. 100% mailed by IRS/State deadline
-----------------------------------------------------------------------------------------------------------------------------------
Transactions: 1.-4. 95% processed on day of Accuracy rate for all areas should be
1. New Accounts receipt and 100% processed no less than the NQR average for each
2. Purchases within 2 business days. transaction type as measured by NQR,
3. Exchanges Boston Financial and TIAA-CREF
4. Redemption 5.-6. 98% processed within 3
5. Transfers business days. 100%
6. Maintenance Items processed within 5 business
7. Correspondence days of receipt
7. Hot: 95% mailed within 2
business days. 100%
mailed within 5 business
days
Cold: 95% mailed within 5
business days. 100% mailed
within 10 business days
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Call Center (Funds Only) 1. 85% calls answered in 30 seconds 3.Combined Magic score of 28 for all
2. less than 2% calls monitored by Boston Financial
1. Service Level and by TIAA-CREF
2. Abandon Rate
3. Call Quality The overall NQR call rating should be
no less than the NQR average.
-----------------------------------------------------------------------------------------------------------------------------------
ACCOUNT SERVICE FEE REDUCTION SCHEDULE
The account service fee results will be determined by taking the actual
percentage results for each metric in the Service Level Agreement, adding
them together, and than dividing by the total number of metrics. Boston
Financial and the Fund will mutually agree upon the projected transaction
and call center volumes for each quarter. If the actual volume exceeds the
projected volume by more than 10%, the timeliness standard for that
measurement will be waived for that quarter when calculating the aggregate
service level. The account service fee reduction does not apply to
out-of-pocket or discretionary project fees. Boston Financial will provide
a monthly report will the results for each metric and will provide any
supporting documentation at the Funds' request.
(a) TARGET A
The Target A threshold will be triggered if the aggregate average service
level results are less than 98% but greater than or equal to 80% for two or
more consecutive months. The Target A account service fee reduction
schedule is detailed below:
2 consecutive months 5% account service fee reduction
3 consecutive months 10% account service fee reduction
4 or more consecutive months 20% account service fee reduction
(b) TARGET B
The Target B threshold will be triggered if the actual aggregate average
service level results are less than 80% in any given month. The Target B
account service fee reduction is 25%. The Target B account service fee
reduction supercedes a Target A or Target C reduction.
(c) TARGET C
The Target C threshold will be triggered if the aggregate average service
level results are less than 98% for three or more months, over the course
of the most recent six months, in which no account service fee reduction
was triggered pursuant to Target A or Target B.
3 non-consecutive months 5% account service fee reduction
4 non-consecutive months 10% account service fee reduction
5 or more non-consecutive months 20% account service fee reduction
