Exhibit 11
ADMINISTRATIVE SERVICES AGREEMENT
FOR TIAA SEPARATE ACCOUNT VA-1
THIS AGREEMENT made this 15th day of September, 1994, by and between:
Teachers Insurance and Annuity Association of America ("TIAA"), a nonprofit New
York insurance corporation; and TIAA Separate Account VA-1 (the "Separate
Account"), a separate account of TIAA established pursuant to the New York State
Insurance Law.
WITNESSETH:
WHEREAS, TIAA has established the Separate Account to segregate assets
funding the variable benefits provided by the Teachers Personal Annuity, an
individual, flexible premium, deferred annuity, as well as by other contracts
that may be offered by TIAA in the future; and
WHEREAS, the Separate Account is registered as an open-end management
investment company under the Investment Company Act of 1940 as amended (the
"Act"), and currently consists of a single investment portfolio (known as the
Stock Index Account), and may consist of additional investment portfolios in the
future (collectively, with the Stock Index Account, referred to herein as
"Portfolios"); and
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WHEREAS, the assets of the Separate Account are held separately from
the other assets of TIAA; and
WHEREAS, the Management Committee of the Separate Account (the
"Management Committee") desires to retain TIAA to render administrative services
to the Separate Account in the manner and on the terms set forth herein; and
WHEREAS, TIAA is willing to provide administrative services to the
Separate Account in the manner and on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, TIAA and the Separate Account hereby agree as
follows:
1. ADMINISTRATIVE SERVICES. Subject to the direction and
control of the Management Committee, TIAA shall perform administrative services
for the Separate Account and the portion of any annuity contracts issued by TIAA
that are funded by the Separate Account (the "Contracts"). In this connection,
TIAA agrees to perform administrative functions including, but not limited to:
a. Compute the daily net asset value of each Portfolio, and
maintain the general ledge and other accounting records;
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b. Schedule, plan agendas for, and conduct meetings of the
Management Committee and holders of units of beneficial interest in the Separate
Account ("Contract Owners")'
c. Recommend independent accountants, counsel, and others
providing services required with respect to the Separate Account;
d. Coordinate, supervise, and/or direct the Separate Account's
independent accountants and counsel on a day- to-day basis;
e. Prepare and distribute all required proxy statements,
reports, and other communications with Contract Owners;
f. Prepare and file reports and other required filings with
the Securities and Exchange Commission ("SEC"), the National Association of
Securities Dealers, Inc., and state "blue sky" authorities, and generally
monitor compliance with all federal and state securities and insurance laws and
the Internal Revenue Code of 1986, as amended;
g. Provide persons to perform such professional,
administrative, and clerical functions as are necessary in connection with
Contract Owner relations, reports, premium collections, withdrawal and transfer
requests, and Contract Owner account adjustments, including the receipt,
handling, and coordination of Contract Owner complaints, other than functions
performed pursuant to any agreements between the Separate Account and its
principal underwriter;
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h. Provide clerical, secretarial, accounting, and bookkeeping
services, data processing services, office supplies, and stationery;
i. Provide adequate office space and related services
(including telephone and other utility service) necessary for each Portfolio's
operations;
j. Maintain initial and ongoing organizational records not
otherwise maintained by the Separate Account's custodian(s), principal
underwriter, or investment manager; and
k. Assist, generally, in all aspects of the Separate Account's
operations.
Nothing herein shall be construed to restrict the Separate
Account's right, at its own expense, to hire its employees or to contract for
services to be performed by third parties.
2. ISSUANCE OF UNITS. TIAA shall issue and record the issuance
of units of beneficial interest ("Units") in a Portfolio upon the receipt,
directly or indirectly, of orders therefor. TIAA shall compute the number of
Unites issuable in the case of an order for a dollar amount of Units at the net
asset value per Unit for the Portfolio, as described in the then-current
registration statement(s) for the Contracts (the "Registration Statement"). TIAA
will take reasonable steps to
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ensure that the custodian receives all payments due the Separate Account in
consideration of the issuance of Units.
3. WITHDRAWALS AND TRANSFERS. TIAA shall process each order
for the withdrawal or transfer of Units at the net asset value per Unit of the
Portfolio, as described in the Registration Statement. Where withdrawal or
transfer of a dollar amount is requested, TIAA shall calculate the number of
Units to be redeemed so as to provide the Contract Owner with the dollar value
identified in the withdrawal or transfer request. And, TIAA shall make the
required amount of funds available to the Contract Owner. Officers of the
Separate Account shall cause TIAA to make such funds available not more than
seven days after receipt of the withdrawal or transfer request, or within such
other time period as is consistent with the requirements of the federal
securities laws or other applicable laws.
4. BOOKS AND RECORDS. TIAA will maintain all general
accounting records required for the Separate Account, to the extent not
maintained by the custodian or the investment manager. TIAA agrees that all
books and records which it maintains for the Separate Account are the Separate
Account's property, and, in the event of termination of this Agreement for any
reason, TIAA agrees promptly to return to the Separate Account, free from any
claim or retention of rights by TIAA, all records relating to the Separate
Account. TIAA also agrees, upon request of the Separate
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Account, promptly to surrender such books and records to the Separate Account
or, at the Separate Account's expense, to make copies thereof available to the
Separate Account or to make such books and records available for inspection by
representatives of regulatory authorities or other persons reasonably designated
by the Separate Account. TIAA further agrees to maintain, prepare, and preserve
such books and records in accordance with the Act and rules thereunder,
including but not limited to, Rules 31a-1 and 31a-2.
The records maintained for the Separate Account hereunder by
TIAA shall include records showing, for each Contract Owner's account, the
following: (i) name, address, and tax identifying number; (ii) number of Units
held in each Portfolio; (iii) historical information regarding the account of
each Contract Owner, including the date, Portfolio, and price for all
transactions; (iv) any stop or restraining order placed against the account; (v)
any correspondence relating to the current maintenance of the account; (vi) any
other information required in order for TIAA to perform the calculations
contemplated or required by this Agreement; and (vii) such other records as the
Management Committee may from time to time reasonably request.
5. EXPENSES. TIAA shall be responsible for all expenses
related to performing administrative services for the
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Separate Account and with respect to the Contracts, which expenses shall
include, but not be limited to:
i) all expenses, incidental and otherwise, associated
with preparing and filing with appropriate state, federal, local, or foreign
governments or agencies all tax returns, including the expenses associated with
any mailings to the Contract Owners with respect to such returns;
ii) fees and expenses incurred in the registration or
qualification (and maintaining said registration or qualification) of the
Separate Account and Units therein under federal or state securities laws, if
deemed applicable, including all fees and expenses incurred in connection with
the preparation and filing of each Registration Statement (including each
pre-effective and post-effective amendment thereto), each Prospectus (including
any preliminary and each definitive Prospectus and any supplement thereto), and
each Statement of Additional Information;
iii) fees and expenses incurred in the registration,
qualification, or approval (and maintaining said registration, qualification, or
approval) of the Contracts for offer and sale under the securities or insurance
laws of any state;
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iv) registration and filing fees for the contracts
payable to the SEC and any state;
v) costs and expenses of the preparation, servicing
and administration of the Contracts;
vi) compensation paid to members of the Management
Committee who are not "interested persons" of the Separate Account within the
meaning of the Act, and travel expenses paid to all members of the Management
Committee;
vii) any extraordinary or non-recurring expenses
(such as legal claims and liabilities, and litigation costs and indemnification
related thereto);
viii) costs of printing and distributing, to current
Contract Owners, Contract Owner reports, proxy statements, Prospectuses and
Statements of Additional Information, and any stickers and supplements thereto,
and otherwise communicating with Contract Owners;
ix) costs and all incidental expenses associated with
conducting meetings of Contract Owners should they be held;
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x) the cost of the fidelity bond required by Rule
17g-1 of the Act, any other fidelity bond covering the Separate Account, and any
errors and omissions insurance or other liability insurance covering the
Separate Account and/or its officers, members of the Management Committee, and
its personnel; and
xi) the charges and expenses of the independent
accountants and outside legal counsel retained with respect to the Separate
Account other than for matters related to its investment activities, the charges
and expenses of any independent proxy solicitation firm retained by the Separate
Account to solicit votes from Contract Owners with respect to Units, and the
charges and expenses of any trade association fees.
6. COMPENSATION OF TIAA. For the services to be rendered, the
facilities furnished, and the expenses assumed by TIAA pursuant to this
Agreement, the Separate Account shall pay to TIAA on each Valuation Day (as that
term is defined in the Registration Statement), a fee based on an annual rate of
twenty one-hundredths of one percent (0.20%) of the net assets of each
Portfolio.
7. LIABILITY OF TIAA. TIAA will not be liable for any error of
judgment or mistake of law or for any loss suffered
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by the Separate Account in connection with the matters to which this Agreement
relates. Nothing herein contained shall be construed to protect TIAA against any
liability resulting from the willful misfeasance, bad faith, or gross negligence
of TIAA in the performance of its obligations and duties or from reckless
disregard of its obligations and duties under this Agreement or by virtue of
violation of any applicable law.
8. DURATION AND TERMINATION OF THE AGREEMENT. This
Agreement shall become effective as of the date first written above, and shall
continue in effect unless terminated by either party on not less than 90 days
prior written notice to the other party.
9. FURTHER ACTIONS. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
10. GOVERNING LAW. The provisions of this Agreement
shall be construed and interpreted in accordance with the laws of the State of
New York, as at the time in effect, and the applicable provisions of the Act and
rules thereunder or other federal laws and regulations which may be applicable.
To the extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions
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of the Act and rules thereunder or other federal laws and regulations which may
be applicable, the latter shall control
11. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
shall be deemed one instrument.
12. NOTICES. All notices and other communications
provided for hereunder shall be delivered by hand or mailed first
class, postage prepaid, addressed as follows:
a. If to TIAA -
Teachers Insurance and Annuity
Association of America
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
b. If to the Separate Account VA-1 -
TIAA Separate Account VA-1
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
or to such other address as TIAA or the Separate Account shall designate by
written notices to the other.
13. MISCELLANEOUS. Captions in this Agreement are
included for convenience or reference only and in no way define
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or limit any of the provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, TIAA and the Separate Account have cause this
Agreement to be executed in their names and on their behalf by and through their
duly authorized officers on the day and year first above written.
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxx Xxxx
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Title: Executive Vice President Title: Assistant Secretary
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxx Xxxx
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Title: President Title: Assistant Secretary
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