INVESTMENT ACCOUNTING AGREEMENT
Exhibit 11(s)
INVESTMENT ACCOUNTING AGREEMENT
This Investment Accounting Agreement (the “Agreement”) is made effective as of this 20th day of November, 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the commonwealth of Massachusetts (“State Street”), each open-end registered investment company identified on Schedule A attached hereto, as such schedule may be amended from time to time (each such registered management investment company shall hereinafter be referred to as a “Fund” and, collectively, the “Funds”).
Although the parties have executed this Agreement in the form of a Master Investment Accounting Agreement for administrative convenience, this Agreement shall create a separate Investment Accounting Agreement for each Fund, as though State Street had executed a separate, form of Investment Accounting Agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.
RECITALS:
WHEREAS, the Fund is an open-end management investment company registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”);
WHEREAS, the Fund issues shares in separate series or accounts, with each such series or account representing interests in a separate portfolio of securities and other assets, as identified on Schedule A hereto with respect to the Fund (each separate series or account of the Fund shall hereinafter be referred to a “Portfolio” and collectively, the “Portfolios”);
WHEREAS, the Fund desires to contract with State Street, on behalf of each Portfolio, to perform certain investment accounting and recordkeeping functions for the investment securities, other non-cash investment properties, and monies (the “Assets”) held by the Portfolio; and
WHEREAS, State Street is willing to accept such appointment on the terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:
SECTION 1 APPOINTMENT. The Fund, on behalf of each Portfolio, hereby contracts with State Street to perform the investment accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder; calculate the net asset values of the Portfolios; and provide other data and information to the Fund, all as further described in Schedule B attached hereto and incorporated herein by reference.
SECTION 2 REPRESENTATIONS AND WARRANTIES.
SECTION 2.1 FUND REPRESENTATIONS AND WARRANTIES. Fund hereby represents, warrants, covenants and acknowledges to State Street:
| 1) | That it is duly organized and existing and in good standing under the laws of its state of organization, and that it is registered under the 1940 Act; and | |
| 2) | That it has the requisite power and authority under its declaration of trust, bylaws, or other governing documents (“governing documents”), and applicable law to enter into this Agreement; it has taken all requisite action necessary to contract with State Street; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms; and the person executing this Agreement on its behalf has the authority to do so. | |
| SECTION 2.2 STATE STREET REPRESENTATIONS AND WARRANTIES. State Street hereby represents, warrants, covenants and acknowledges to the Fund: | ||
| 1) | That it is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; and | |
| 2) | That it has the requisite power and authority under applicable law, its charter and its bylaws to enter into and perform this Agreement; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms; and the person executing this Agreement on its behalf has the authority to do so | |
| 3) | That the core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Fund under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Fund’s Chief Compliance Officer (“CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; | |
| 4) | That State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall provide to the CCO a certification with respect to items referenced in Sections 2.2(5)(a)-(c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to State Street’s applicable internal confidentiality and other policy restrictions); | |
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| 5) | That State Street shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 2.2(4) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to State Street’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by State Street to the Fund under the terms of this Agreement: | ||
| (d) | a violation of the Federal Securities Laws by State Street or any of its officers, trustees, employees, or agents; | ||
| (e) | a violation of State Street’s Policies and Procedures; or | ||
| (f) | a weakness in the design or implementation of State Street’s Policies and Procedures. | ||
SECTION 3 DUTIES AND RESPONSIBILITIES OF THE PARTIES.
SECTION 3.1 DELIVERY OF ACCOUNTS AND RECORDS. The Fund will turn over or cause to be turned over to State Street all accounts and records needed by State Street to perform its duties and responsibilities hereunder fully and properly. State Street shall assist the Fund in determining the types of accounts and records needed by State Street to perform its duties and obligations hereunder. State Street may rely conclusively on the completeness and correctness of such accounts and records, provided State Street acts reasonably and in good faith in so relying.
SECTION 3.2 ACCOUNTS AND RECORDS; ACCESS
3.2.1 State Street will prepare and maintain for the Fund, under the direction of and as interpreted by the Fund, the Fund’s or Portfolios’ accountants, investment manager and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by the Fund with respect to portfolio transactions under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder; (2) required as a basis for calculation of each Portfolio’s net asset value; and (3) as otherwise reasonably agreed upon by the parties. The Fund will advise State Street in writing of all applicable record retention requirements other than those set forth in the 1940 Act. State Street will preserve such accounts and records during the term of this Agreement in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. The Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed and reasonably requested by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications. 3.2.2 The Fund and State Street shall comply with the reasonable requests of the other party for information necessary to the requestor’s performance of its duties in connection with this Agreement, or to ensure compliance with applicable law, including, without limitation, requests by the Fund’s Auditor (as defined below) to review books and records of the Fund in connection with this Agreement. |
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3.2.3 In addition to the obligations of State Street under Section 3.3 below, upon request of the Fund (which shall include reasonable advance notice), State Street shall grant reasonable access, during normal business hours, to the Fund’s duly authorized officers, employees, investment manager or adviser, agents and independent registered public accounting firm (“Auditor”) (with such officers, employees, investment manager or adviser, agents and Auditor all being subject to compliance with State Street’s confidentiality and security policies and procedures), to State Street’s business facilities and personnel to the extent such facilities and personnel are used in connection with State Street’s accounting and recordkeeping services to be provided hereunder, for the purposes of: (i) conducting a due diligence review of State Street’s technology systems to be used in providing accounting and recordkeeping services; (ii) performing an audit in accordance with the Fund’s own business continuity program(s); (iii) complying with any regulatory requirements applicable to the Fund; and (iv) conducting an annual or other periodic compliance review or audit by the CCO. 3.2.4 Notwithstanding the foregoing provisions, State Street reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Fund or its Auditor so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security, policies, confidentiality or regulatory limitations or requirements. 3.2.5 State Street will provide the Fund, during the term of this Agreement and upon request, a SAS 70 Level II report at least once a year, or at such greater frequency as such SAS 70 Level II report is prepared by State Street with respect to its investment accounting and recordkeeping services provided hereunder. State Street shall notify the Funds of any such change in frequency. |
SECTION 3.3 ACCOUNTS AND RECORDS PROPERTY OF FUND. State Street acknowledges that all of the accounts and the records maintained by State Street pursuant hereto with respect to the Fund (i) are the sole and exclusive property of the Fund, (ii) shall, subject to Section 3.2.4, at all times during the normal business hours of State Street be open for inspection by duly authorized officers, employees or agents of the Fund and its Auditor, employees and agents of the SEC and any state securities authority, and (iii) will otherwise be delivered or made available to the Fund for inspection or reproduction within a reasonable period of time, in each case upon the demand of the Fund. State Street will assist the Fund’s Auditor or any regulatory body, in any requested review of the Fund’s accounts and records, but the Fund will reimburse State Street for all reasonable expenses and employee time invested in any such review outside of routine and normal periodic reviews. Upon receipt from the Fund of the necessary information or Proper Instructions (as defined below), State Street will supply information from the books and records it maintains for the Fund that the Fund may reasonably request for tax returns, questionnaires, periodic reports to shareholders, SEC filings and such other filings, reports and information requests as the Fund and State Street may agree upon from time to time.
SECTION 3.4 ADOPTION OF PROCEDURES. State Street and the Fund may from time to time adopt such procedures as they agree upon, and State Street may conclusively assume that no procedure approved or directed by the Fund or the Fund’s or Portfolio’s accountants, Auditor or other advisors conflicts with or violates any requirements of the governing documents, prospectus, any applicable law, rule or regulation, or any order, decree or agreement by which the Fund may be bound, provided that such assumption is in good faith and reasonable. The
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Fund will be responsible for notifying State Street of any changes in statutes, regulations, rules, requirements or policies (other than the 1940 Act and the rules and regulations promulgated thereunder) which may impact State Street responsibilities or procedures under this Agreement.
SECTION 3.5 VALUATION OF ASSETS. State Street will value the Assets of the Fund in accordance with the Fund’s Proper Instructions and utilizing the information sources as designated from time to time by the Fund (“Pricing Sources”) on the Price Source and Methodology Authorization Matrix, substantially in the form attached hereto as Schedule C and as mutually agreed to by the parties.
SECTION 3.6 CALCULATION OF NET ASSET VALUE AND NET INCOME. State Street shall compute the net asset value per share of each Portfolio and/or class of shares thereof. State Street shall also calculate daily the net income of each applicable Portfolio as described in the applicable prospectus and shall advise the Fund and the Fund’s transfer agent daily of the total amounts of such net income. If instructed in writing by an officer of the Fund on behalf of such Portfolio to do so, State Street also shall advise the transfer agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Portfolio shall be made at the time or times described from time to time in the applicable prospectus.
SECTION 4 PROPER INSTRUCTIONS.
As soon as reasonably practical following the execution of this Agreement, and thereafter as appropriate based on changes of personnel of the Fund or its service providers or otherwise, an officer of the Fund shall certify to State Street in writing a list of the names and specimen signatures of persons then authorized to give Proper Instructions to State Street (“Authorized Persons”). This certification shall include a statement and evidence of the officer’s authorization to provide the list of Authorized Persons. The term “Authorized Persons” may include the Fund’s or a Portfolio’s employees and agents, including investment managers, advisers, administrators and their employees. State Street shall be entitled to rely upon the identity and authority of such persons until it receives a Proper Instruction or duly authorized certification to the contrary.
“Proper Instructions”, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by State Street from Authorized Persons.. Such instructions may be in writing signed by the Authorized Person(s) or may be in a tested communication (e.g., a key pad or test key) or in a communication that utilizes access codes effected between electromechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by State Street and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and State Street. Oral instructions will be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved.
Unless a certification delegating authority to any person to give Proper Instructions specifically limits such authority to specific matters or requires that the approval of anyone else will first have been obtained, State Street will be under no obligation to inquire into the right of such person, acting alone, to give any Proper Instructions whatsoever. The Fund will provide upon State Street’s request a certificate signed by an Authorized Person or an officer of the Fund as conclusive proof of any fact or matter required to be ascertained from the Fund hereunder. The
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Fund will also provide State Street Proper Instructions with respect to any matter concerning this Agreement requested by State Street. If State Street reasonably believes that it could not prudently act according to the Proper Instructions, or the instruction or advice of the Fund’s or a Portfolio’s accountants or counsel, it may in its discretion, communicate such belief to the Fund and refrain from acting in accordance therewith.
SECTION 5 LIMITATION OF LIABILITY; INDEMNIFICATION.
SECTION 5.1. INDEMNIFICATION OF STATE STREET BY THE FUND. State Street shall be held to the standard of reasonable care in carrying out the provisions of this Agreement. However, State Street is not responsible or liable for, and the Fund will promptly indemnify and hold State Street harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by State Street or for which State Street is held to be liable, arising out of or attributable to State Street’s entrance into this Agreement, as a result of State Street following any Proper Instructions, or as a result of any other action or inaction of State Street in the performance of its duties under this Agreement, provided, however that any such action or inaction was in good faith and in the exercise of reasonable care; and provided, further, such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the State Street’s negligence, bad faith or willful misconduct.
Any amounts payable by the Fund under this Section 5 shall be satisfied only against the assets of the Fund and only against the Portfolio(s) involved in the matter and not against the assets of any other Fund(s) or Portfolio(s).
SECTION 5.2. OTHER LIMITATIONS OF STATE STREET’S LIABILITY. Without limiting the generality of Xxxxxxx 0.0, Xxxxx Xxxxxx is not responsible or liable hereunder for:
0) Xxxxx Xxxxxx’s action or failure to act hereunder upon any advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any communications, data or other information received by State Street by means of the Systems (as such term is defined in the Master Remote Access Services Agreement of even date herewith by and between the Funds and State Street (the “Remote Access Agreement”) or any electronic system of communication; 0) Xxxxx Xxxxxx’s action or failure to act in good faith reliance on the advice or opinion of counsel for the Fund or of its own counsel with respect to questions or matters of law arising under this Agreement, the reasonable costs for any such advice or opinion may be obtained by State Street at the expense of the Fund, or on the advice or statements of any officer or employee of the Fund, or the Fund’s Auditor, accountants or other authorized individuals, and other persons believed by it in good faith to be experts in matters upon which they are consulted; 3) Any error, omission, inaccuracy or other deficiency in any Portfolio’s accounts and records or other information provided to State Street by or on behalf of the Fund, including the accuracy of the prices quoted by the Pricing Sources, or the information supplied by the Fund to value the Assets, or the failure of the |
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| Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder; or | ||
| 4) | Loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal. | |
SECTION 5.3 INDEMNIFICATION OF THE FUND BY STATE STREET. State Street shall promptly indemnify and hold the Fund harmless from and against any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Fund or for which the Fund is held to be liable, to the extent arising out of or attributable to the failure of State Street to exercise the standard of care set forth in Section 5.1 above; provided, however, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Fund’s negligence, bad faith or willful misconduct.
SECTION 5.4 INDEMNIFICATION PROCEDURES. Promptly after receipt by the Fund or State Street of notice of a matter that may be covered under the indemnification provisions of Section 5.1 or 5.3, as applicable (each, a “Claim”), the party making a claim for indemnification (the “Claimant”) shall promptly notify the other party from which the Claimant is seeking indemnification (the “Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of a Claim shall not permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such delay. The Claimant shall provide the Indemnitor with complete details and pleadings requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to timely 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 Indemnitor elects to assume the defense of any such suit and retain counsel, the Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but Claimant shall bear the fees and expenses of such counsel unless the Indemnitor shall have specifically authorized the retaining of such counsel. The Claimant shall in no event confess any claim or settle or make any compromise in any case in which the Indemnitor may be required to indemnify the Claimant except with the Indemnitor’s prior written consent.
SECTION 5.5. LIMITATION OF DAMAGES. Notwithstanding any provision herein to the contrary, none of the parties hereto shall be liable for any indirect, consequential, incidental, exemplary, punitive or special damages, even if such party has been apprised of the likelihood of such damages occurring.
SECTION 5.6. FORCE MAJEURE. Notwithstanding anything herein to the contrary, neither the Fund nor State Street shall be liable to the other for the failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity’s reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil
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disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
SECTION 6 COMPENSATION. In consideration for its services hereunder, State Street shall be paid the compensation set forth in a separate fee schedule, incorporated herein by reference, to be agreed to in writing by the Fund, its investment adviser (as applicable) and State Street from time to time, and, upon reasonable demand, reimbursement for cash disbursements incurred by State Street in connection with the performance of services hereunder.
XXXXXXX 0 XXXX XXX XXXXXXXXXXX.
SECTION 7.1 INITIAL TERM. The initial term of this Agreement is for a period of one (1) year. Thereafter, either the Fund or State Street may terminate this Agreement by written notice to the other party and received not less than 120 days prior to the date upon which such termination will take effect, in the case of termination by State Street, and not less than 60 days prior to the date upon which such termination will take effect, in the case of termination by the Fund.
Upon termination hereof with respect to the Fund:
| 0) Xxxxx Xxxxxx shall be paid its fees and
compensation due hereunder and its reimbursable disbursements, costs
and expenses paid or incurred to such date;
2) The Fund will designate a successor (which may be the Fund) by Proper Instruction to State Street; and 3) State Street will, upon payment of all sums due to State Street from the Fund hereunder or otherwise that are not the subject of reasonable dispute, promptly deliver all accounts and records and other properties of Fund to the designated successor, or, if none is designated, to the Fund, at State Street’s Quincy, Massachusetts office. Records maintained in electronic form on State Street’s systems shall be delivered in machine readable form. |
SECTION 7.2 EFFECT OF TERMINATION. Termination of this Agreement with respect to the Fund or a particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
SECTION 7.3 RECORDS STORAGE. In the event that accounts, records or other properties remain in the possession of State Street after the date of termination hereof for any reason other than State Street’s failure to deliver the same, State Street is entitled to reasonable compensation for the costs of storage thereof during such period, and shall be entitled to destroy the same if not removed by the Fund within one-hundred eighty (180) days after written demand.
SECTION 8 GENERAL.
SECTION 8.1 BUSINESS CONTINUITY PLAN. State Street shall maintain a comprehensive business continuity plan that is commercially reasonable and complies with applicable law, rules and regulations. State Street will provide an executive summary of such plan upon reasonable request of the Fund. State Street will test the adequacy of its business continuity plan at least
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annually. In the event of business disruption that materially impacts State Street’s provision of service under this Agreement, State Street will promptly notify the Fund of the disruption and the steps being taken in response.
SECTION 8.2 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, State Street and the Fund (on behalf of each of the Portfolios), may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Fund’s governing documents. Any agreement as to interpretive or additional provisions shall be in a writing signed by all parties. Unless such writing specifically provides otherwise, no interpretive or additional provisions made as provided above shall be deemed to be an amendment of this Agreement.
SECTION 8.3 CONSTRUCTION AS TO THE PORTFOLIOS. Under no circumstances will the rights, liabilities, obligations or remedies with respect to a particular Portfolio constitute a right, obligation or remedy applicable to any other Portfolio. The use of this single document to memorialize the separate agreement as to each Portfolio is understood to be for clerical convenience only and will not constitute any basis for joining the other Portfolios for any reason. Unless the context otherwise requires, with respect to every transaction covered hereby, every reference herein to the Fund is deemed to relate solely to the particular Portfolio to which such transaction relates.
SECTION 8.4 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
SECTION 8.5 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, the provisions within all prior agreements between the Fund on behalf of each of its Portfolios and State Street that relate to the accounting and recordkeeping of the Assets.
SECTION 8.6 INSTRUCTIONS AND NOTICES. Each party hereto shall designate from time to time the person(s) and address(es) to which Proper Instructions, notices and other communications related to the daily operations must be sent. All other notices or other communications given hereunder (including, but not limited to, termination, breach, or default notices) may be delivered: (i) in person to the offices of the parties at the addresses of the parties set forth below during normal business hours: (ii) by prepaid, certified U.S. mail (in which case it shall be deemed to have been served at the expiration of five business days after posting) to the addresses of the parties set forth below; (iii) by facsimile or telecopy to the numbers of the parties set forth below (in which case it shall be deemed to have been served on the business day after the receipt thereof; provided, however, that written confirmation of transmission from the transmitting equipment must be delivered to the receiving party promptly thereafter for notice to be effective); or (iv) by any other means mutually agreed upon in writing by the parties. Either the Fund or State Street may change its delivery information from time to time by written notice given as aforesaid to the other.
| To the Fund: | COLLEGE RETIREMENT EQUITIES FUND | |
| Attention: Funds Treasurer | ||
| 0000 Xxxxxx Xxxxxxxx Xxxxxxxxx | ||
|
0 |
||
Xxxxxxxxx, XX 00000 TIAA-CREF SEPARATE
ACCOUNT VA-1 |
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| With a copy to: | ||
| General Counsel – Asset Management | ||
| TIAA-CREF | ||
| 000 Xxxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000-0000 | ||
| Telephone: 000-000-0000 | ||
| Facsimile/Telecopy: 000-000-0000 | ||
| To State Street: | STATE STREET BANK AND TRUST COMPANY | |
| 0000 Xxxxxxxx Xxxxx | ||
| Xxxxxx, XX 00000 | ||
| Attention: Xxxxx X. Xxxxxx | ||
| Telephone: 000-000-0000 | ||
| Facsimile/Telecopy: 000-000-0000 | ||
SECTION 8.7 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, provided that such reproduction is a true and accurate representation of the original. In addition, any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence, provided that it is a true and accurate representation of the original.
SECTION 8. 8 OTHER AGREEMENTS
8.8.1 REMOTE ACCESS AGREEMENT. State Street and the Fund agree to be bound by the terms of the Remote Access Agreement.
8.8.2 MUTUAL CONFIDENTIALITY AGREEMENT. State Street and the Fund agree to be bound by the terms of the Mutual Confidentiality Agreement attached hereto as Schedule D.
SECTION 8.9 SURVIVAL. The provisions of Sections 2.2(5), 5, 6, 7, and 8.7 shall survive the expiration, termination or cancellation of this Agreement.
SECTION 8.10 ASSIGNMENT. Except as otherwise set forth herein, this Agreement may not be assigned by either party without the prior written consent of the other. State Street shall have the right to delegate and sub-contract for the performance of any or all of its duties hereunder to a wholly-owned subsidiary or other affiliated person (as such term is defined in the 1940 Act) of State Street (each, a “State Street Affiliate”); provided, however, that no such delegation or sub-contracting to a State Street Affiliate shall be effective unless State Street shall remain ultimately responsible for the performance of such duties.
In addition, State Street shall have the right to delegate and sub-contract for the performance of any or all of its duties hereunder to any non-affiliate or third party entity (each, a “Non-Affiliate”); provided, however, that the following conditions are met: (1) the delegate has
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adequate service capabilities necessary to meet the quality and service levels required of State Street hereof; (2) State Street shall remain ultimately responsible for the performance of such duties; (3) all the terms and conditions hereof shall continue to apply as though State Street performed such duties itself; and (4) State Street shall give the Fund sixty (60) days prior written notice (the “Assignment Notice Period”) of any decision by State Street to delegate or subcontract its duties hereunder to a Non-Affiliate.
During the Assignment Notice Period, the Fund may object to the proposed delegation or sub-contracting to a Non-Affiliate. If State Street disregards the Fund’s objection, then the Fund shall have the right, without penalty to State Street, to terminate that portion of the Agreement to which the delegation or sub-contracting relates. If the Fund fails to deliver a written objection to State Street during the Assignment Notice Period regarding the proposed Non-Affiliate delegation or sub-contracting, then the Fund shall be deemed to have consented to such delegation or sub-contracting. All terms and provisions hereof will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
SECTION 8.11 COUNTERPARTS. This Agreement may be executed in several counterparts (including facsimile counterparts), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same original Agreement.
SECTION 8.12 SEVERABILITY. If any provision in this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.
SECTION 8.13. CAPTIONS. The captions herein are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
SECTION 8.14. ADDITIONAL PORTFOLIOS. In the event that the Fund establishes one or more additional series with respect to which it desires to have State Street render services under the terms hereof, it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series shall become a Portfolio. State Street agrees that it will provide services in support of new Portfolios provided that (a) the types of securities held by the new Portfolios and (b) the services to be provided by State Street for the new Portfolios are substantially the same as the types of securities and services relating to the then existing Portfolios hereunder.
SECTION 8.15. AMENDMENT. This Agreement may be modified or amended from time to time by mutual written agreement signed by the parties hereto.
SECTION 8.16. WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing signed by the waiving party.
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SECTION 8.17. NO LIABILITY OF SHAREHOLDERS AND TRUSTEES. This Agreement is executed by the Fund’s Board of Trustees (“Trustees”), not individually, but rather in their capacity as Trustees under the Declaration of Trust of the Fund, as amended. None of the shareholders, Trustees, officers, employees, or agents of the Fund shall be personally bound or liable under this Agreement, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder but only to the property of the Fund and, if the obligation or claim relates to the property held by the Fund for the benefit of one or more but fewer than all Portfolios, then only to the property held for the benefit of the affected Portfolio or Portfolios.
[Remainder of page left intentionally blank]
[Signature page(s) follow]
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SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Investment Accounting Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first above-written.
| SIGNATURE ATTESTED TO BY: | COLLEGE RETIREMENT EQUITIES FUND, on behalf of | |
| its respective Portfolios as listed on Schedule A, | ||
| severally and not jointly | ||
| By: /s/ Xxxxxxx X. Xxxx | By: /s/ Xxxxxxxxx Xxxxxxx | |
| Name: Xxxxxxx X. Xxxx | Name: Xxxxxxxxx Xxxxxxx | |
| Title: Treasurer | Title: Executive Vice President and | |
| Chief Financial Officer | ||
| SIGNATURE ATTESTED TO BY: | TIAA-CREF INSTITUTIONAL MUTUAL FUNDS, on | |
| behalf of its respective Portfolios as listed on | ||
| Schedule A, severally and not jointly | ||
| By: /s/ Xxxxxxxxx Xxxxxxx | By: /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxxxx Xxxxxxx | Name: Xxxxxxx X. Xxxx | |
| Title: Executive Vice President and | Title: Treasurer | |
| Chief Financial Officer | ||
| SIGNATURE ATTESTED TO BY: | TIAA-CREF LIFE FUNDS, on behalf of its respective | |
| Portfolios as listed on Schedule A, severally and not | ||
| jointly | ||
| By: /s/ Xxxxxxxxx Xxxxxxx | By: /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxxxx Xxxxxxx | Name: Xxxxxxx X. Xxxx | |
| Title: Executive Vice President and | Title: Treasurer | |
| Chief Financial Officer | ||
SIGNATURE PAGE
(CONTINUED)
SIGNATURE ATTESTED TO BY: |
TIAA SEPARATE ACCOUNT VA-1, on behalf of its respective Portfolio as listed on Schedule A, severally and not jointly |
By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx |
By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx |
SIGNATURE ATTESTED TO BY: By: /s/ Xxxxxx X. Xxx |
STATE STREET BANK AND TRUST COMPANY By: /s/ Xxxxxx X. Xxxxxx |
Attachments:
Schedule A – List of Funds and Accounts
Schedule B – Accounting and Recordkeeping Services
Schedule C – Price Source and Methodology Authorization Matrix
Schedule D – Mutual Confidentiality Agreement
SCHEDULE A
TO
Investment Accounting Agreement
The Funds
I. College Retirement Equities Fund
(a New York nonprofit membership corporation registered with the Securities and Exchange Commission as an open end management investment company on Form N-3).
II. TIAA–CREF Institutional Mutual Funds
(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A).
III. TIAA–CREF Life Funds
(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A)
IV. TIAA Separate Account VA-1
(a separate account of Teachers Insurance and Annuity Association of America registered with the Securities and Exchange Commission as an open end management investment company on Form N-3)
The Portfolios of the Funds
The Portfolios of each Fund are listed below:
| I. | College Retirement Equities Fund |
Portfolios: Stock Account |
(CONTINUED)
| II. | TIAA–CREF Institutional Mutual Funds | |||||
| Portfolios | ||||||
| Growth Equity | Large-Cap Value Index | International Equity Index | ||||
| Growth & Income | Equity Index | Social Choice Equity | ||||
| International Equity | S&P 500 Index | Real Estate Securities | ||||
| Large-Cap Growth | Mid-Cap Growth Index | Managed Allocation II | ||||
| Large-Cap Value | Mid-Cap Value Index | Bond | ||||
| Mid-Cap Growth | Mid-Cap Blend Index | Bond Plus II | ||||
| Mid-Cap Value | Small-Cap Growth Index | Short-Term Bond II | ||||
| Small-Cap Equity | Small-Cap Value Index | High-Yield II | ||||
| Large-Cap Growth Index | Small-Cap Blend Index | Tax-Exempt Bond II | ||||
| Inflation Linked Bond | Money Market | TIAA-CREF Lifecycle Funds | ||||
| Enhanced International | Enhanced Large-Cap | Enhanced Large-Cap Value | ||||
| Equity Index | Growth Index | Index | ||||
| TIAA-CREF Lifecycle Funds | ||||||
| Lifecycle 2010 Fund | ||||||
| Lifecycle 2015 Fund | ||||||
| Lifecycle 2020 Fund | ||||||
| Lifecycle 2025 Fund | ||||||
| Lifecycle 2030 Fund | ||||||
| Lifecycle 2035 Fund | ||||||
| Lifecycle 2040 Fund | ||||||
| Lifecycle 2045 Fund | ||||||
| Lifecycle 2050 Fund | ||||||
| Lifecycle Retirement Income Fund | ||||||
| III. | TIAA-CREF Life Funds | |||||
| Portfolios: | ||||||
| Growth Equity | ||||||
| Growth & Income | ||||||
| International Equity | ||||||
SCHEDULE A
(CONTINUED)
| Large-Cap Value Small-Cap Equity Stock Index Social Choice Equity Real Estate Securities Bond Money Market |
|
| IV. | TIAA Separate Account VA-1 |
Portfolio: Stock Index Account |
SCHEDULE B
TO
Investment Accounting Agreement
Accounting and Recordkeeping Services
The following services and such other accounting and recordkeeping services as may be agreed to in writing between State Street and Fund from time to time:
Calculate the net asset value of each Portfolio and/or class of shares thereof on each day and time the Portfolio is obligated to calculate its net asset value in accordance with the Fund’s registration statement and applicable policies and procedures, as well as such other times as the parties may agree
Transmit each Portfolio’s daily net asset value to NASDAQ and other entities as agreed upon by the parties, and communicate such net asset value to the Fund and its transfer agent
Record and maintain general ledger entries and provide a summary of general ledger data each business day to the TIAA-CREF general ledger
Calculate daily expenses
Calculate daily income
Monitor and report to the Fund regarding overdue income items as requested by the Fund
Reconcile daily activity to the trial balance
Record and maintain appropriate records regarding distributions of monies, securities or other assets to the Fund, including distributions in connection with corporate actions and class action lawsuits
Value each security and other property of each Portfolio pursuant to the then-current price source and methodology authorization form completed by the Fund
Report NAV errors to Fund management upon discovery, and provide Fund management with a report of all detected NAV errors monthly
Prepare and reconcile account balances daily and report negative cash balances to Fund management
Maintain historical tax lots for each asset
Record all investment purchases and sales
Maintain, on a daily basis, a cash receipts journal, a cash disbursements journal, a redemptions journal, an accounts receivable report, an accounts payable report, open subscriptions and redemptions reports, a transaction (securities) journal, and a broker net trades report
Record all capital share activities and reconcile such activities daily with the Transfer Agent
Prepare a holdings ledger on a quarterly basis and a buy-sell ledger (broker's ledger) on a semiannual basis for each Portfolio
Prepare SEC-yield and average weighted maturity for a Fund that is a money market fund, calculated in accordance with applicable U.S. securities laws and regulations and as may be reasonably requested by Fund Management
In conjunction with the Principal Financial Officer for the Fund, assist in preparing for and coordinating the Fund’s annual audit of their financial statements
Provide to the Fund accounting and other data within the investment accounting records maintained by State Street that is reasonably requested by the Fund and/or is necessary or required to update or prepare and file the Fund’s annual and semi-annual reports and financial statements, Form N-SAR, Form N-CSR, Form N-Q, Form 24f-2, annual tax
returns, registration statements, proxy statements and other documents or filings with the SEC or any other regulatory entity;
Prepare industry survey forms as reasonably requested by Fund
Perform investment accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder, including maintain all books and records of the funds as required, and for the time periods specified, under Rule 31a-1(b) and Rule 31a-2 of the 1940 Act and as such rules or any successor rules may be amended from time to time, that are applicable to the fulfillment of State Street’s duties hereunder, as well as any other documents necessary or advisable for compliance with applicable regulations to which may be mutually agreed between the Fund and State Street
Communicate and reconcile relevant data with each Portfolio’s custodian as agreed by the parties (e. g. , data regarding cash, investments in securities, dividend tax reclaims, and futures contacts and other derivatives)
Provide reporting pursuant to State Street’s Rule 38a-1 compliance program as requested by the Fund’s Chief Compliance Officer
Assist Fund Management with responding to information requests and producing documents in connection with routine SEC audits, inquiries and examinations, including up-to-date versions of any report or ledger maintained by State Street under this Agreement
Provide sub-certifications to Fund management in accordance with reasonable specifications requested by the Fund’s Principal Financial Officer (“PFO”) in connection with the certifications required to be filed with Forms N-CSR and N-Q
Participate as requested by the PFO in meetings related to the evaluation of the effectiveness of the Fund’s disclosure controls and procedures
Provide daily cash availability reporting
Provide any other services not listed herein upon which State Street and the Fund mutually agree
SCHEDULE C
TO
Investment Accounting Agreement
Price Source and Methodology Authorization Matrix
SCHEDULE D
TO
Investment Accounting Agreement
Mutual Confidentiality Agreement
