EXHIBIT 99.(E)(5)
AMENDMENT TO DISTRIBUTION AGREEMENT FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
This AMENDMENT TO THE DISTRIBUTION AGREEMENT ("AMENDMENT"), dated as of
June 1, 1999, and amended September 3, 2002 and October 1, 2004, by and between
TIAA-CREF Institutional Mutual Funds (the "FUND") and Teachers Personal Investor
Services, Inc. (the "SERVICE PROVIDER") is hereby amended as of October 19,
2004, as follows:
WHEREAS, the Service Provider acts as the principal underwriter with
respect to each class of shares of the Fund's series;
WHEREAS, the newly adopted Rule 38a-1 under the Investment Company Act
of 1940 ("RULE 38A-1") requires the Fund to approve and to oversee the
implementation of the policies and procedures of the Service Provider for
compliance with the federal securities laws;
WHEREAS, the Fund and the Service Provider desire to comply with Rule
38a-1;
NOW, THEREFORE, the Fund and the Service Provider agree as follows:
1. The Service Provider has provided the Fund with its written compliance
policies and procedures as required by Rule 38a-1 ("RULE 38A-1 POLICIES
AND PROCEDURES") for the approval by the Board of Trustees of the Fund.
The Service Provider's Rule 38a-1 policies and procedures shall be
reasonably designed to prevent, detect, and correct any material
violations by the Fund or its Service Providers of the federal securities
laws as defined in Rule 38a-1, and which include the Securities Act of
1933, the Securities and Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of
2002, the Investment Company Act of 1940, the Investment Advisers Act of
1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act (relating to privacy
regulation), any SEC rules adopted under any of these statutes, the Bank
Secrecy Act as it applies to registered investment company operations
(anti-money laundering), and any rules adopted thereunder by the SEC or
the Department of the Treasury ("FEDERAL SECURITIES LAWS").
2. The Service Provider will promptly provide the Fund's Chief Compliance
Officer with any material changes that have been made to the Service
Provider's Rule 38a-1 policies and procedures.
3. The Service Provider agrees to cooperate with the Fund in the annual
review of the Service Provider's Rule 38a-1 policies and procedures
conducted by the Chief Compliance Officer of the Fund to determine the
adequacy of the Service Provider's Rule 38a-1 policies and procedures and
the effectiveness of their implementation (the "ANNUAL REVIEW"). The
Service Provider also agrees to cooperate with the Fund in any interim
reviews of the Service Provider's Rule 38a-1 policies and procedures to
determine their adequacy and the effectiveness of their implementation in
response to significant compliance events, changes in business
arrangements, and/or regulatory developments ("INTERIM REVIEW"). Such
cooperation includes, without limitation, furnishing such certifications,
subcertifications, and documentation as the Fund's Chief Compliance
Officer shall reasonably request from time to time and implementing
changes to the Service Provider's Rule 38a-1 policies and procedures
satisfactory to the Fund's Chief Compliance Officer.
4. The Service Provider will provide the Fund with ongoing, direct, and
immediate access to the Service Provider's compliance personnel and shall
cooperate with the Fund's Chief Compliance Officer in carrying out the
Fund obligations under Rule 38a-1 to oversee the compliance program of
the Service Provider.
5. The Service Provider will promptly notify Fund in the event that a
Material Compliance Matter, as defined under Rule 38a-1, occurs with
respect to the Service Provider's Rule 38a-1 policies and procedures and
will cooperate with the Fund in providing the Fund with periodic and
special reports in the event any Material Compliance Matter occurs. A
"MATERIAL COMPLIANCE MATTER" has the same meaning as the term defined in
Rule 38a-1, and includes any compliance matters that involves: (1) a
violation of the Federal Securities Laws by the Service Provider (or its
officers, directors, employees, or agents); (2) a violation of the
Service Provider's Rule 38a-1 policies and procedures; or (3) a weakness
in the design or implementation of the Service Provider's Rule 38a-1
policies and procedures.
6. The Service Provider (and anyone acting under the direction of the
Service Provider) will refrain from, directly or indirectly, taking any
action to coerce, manipulate, mislead, or fraudulently influence the
Fund's Chief Compliance Officer in the performance of her or his
responsibilities under Rule 38a-1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Executive Vice President
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: /s/ XXXXX XXXXXXXXXXXX
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Xxxxx Xxxxxxxxxxxx, President
