Exhibit 99.(h)(4)
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (this "Agreement") is made this ___ day of
____________, 2002, by and between TIAA-CREF Institutional Mutual Funds (the
"Institutional Fund"), a Delaware business trust, and Teachers Advisors, Inc.
("Advisors"), a Delaware corporation.
RECITALS
1. The Institutional Fund is registered as a diversified, open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and consists of the investment portfolios (each, a
"Fund," together, the "Funds") listed on SCHEDULE A hereto, as amended from time
to time.
2. The Institutional Fund desires to retain Advisors to provide or to
arrange for the provision of a variety of services to itself and the Funds,
including, but not limited to, transfer agency, dividend disbursing, legal,
accounting, administrative and shareholder services, in the manner and on the
terms and conditions set forth in this Agreement.
3. Advisors is willing to provide or to arrange for the provision of
such services for the Institutional Fund and the Funds, including, but not
limited to, transfer agency, dividend disbursing, legal, accounting,
administrative and shareholder services, in the manner and on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Institutional Fund and Advisors hereby agree as follows:
1. DUTIES OF ADVISORS.
(a) GENERALLY.
(i) The Institutional Fund hereby engages Advisors to
act as the Institutional Fund's general manager to provide, or to arrange for
the provision of, directly or through third parties, transfer agency, dividend
disbursing, legal, accounting, administrative and shareholder services to each
Fund; and to provide or to arrange for the provision of such services subject to
the supervision of the board of trustees of the Institutional Fund (the
"Board"), for the period and on the terms and conditions set forth in this
Agreement. Advisors hereby accepts such engagement and agrees during such
period, at its own expense, to provide or to arrange for the provision of such
services and to assume the obligations set forth in this Agreement for the
compensation provided for herein.
(ii) Subject to the provisions of the 1940 Act, Advisors
may retain any affiliated or unaffiliated parties including, but not limited to,
transfer agents, shareholder service
agents, dividend-disbursing agents, attorneys, and accountants to perform any or
all of the services set forth in this Agreement (any such party is hereafter
referred to as a "Service Provider"). Advisors shall provide the Institutional
Fund with reasonable notice of its intention to retain each such Service
Provider and shall not retain a Service Provider until such Service Provider is
approved by the Board.
(iii) Advisors and each Service Provider shall, for all
purposes herein, be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Institutional Fund or a Fund in any way or otherwise be deemed an
agent of the Institutional Fund or a Fund.
(iv) Advisors and each Service Provider shall be subject
to: (1) the restrictions of the Declaration of Trust and Bylaws, if any, of the
Institutional Fund, as amended from time to time; (2) the provisions of the 1940
Act; (3) the statements relating to the Funds' investment objectives, investment
policies and investment restrictions as set forth in the currently effective
(and as amended from time to time) registration statement of the Institutional
Fund (the "registration statement") under the Securities Act of 1933, as amended
(the "1933 Act") and the 1940 Act; and (4) any applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code").
(b) GENERAL MANAGEMENT SERVICES. Advisors shall provide or
arrange for the provision of all transfer agency, dividend disbursing, legal,
accounting, administrative and shareholder services necessary for the operation
of the Institutional Fund, including, without limitation, the services listed on
SCHEDULE B hereto. Advisors may contract with qualified third parties for the
provision of any of the services necessary for the operation of the
Institutional Fund as described herein. Where Advisors engages such Service
Providers, Advisors shall also, on behalf of the Institutional Fund, coordinate
the activities of such Service Providers, as well as other agents, attorneys,
brokers and dealers, insurers, investment subadvisers and such other persons in
any such other capacity deemed to be necessary or desirable. Advisors shall make
reports to the Board of its performance hereunder and shall furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Institutional Fund as the Board or Advisors shall consider desirable.
2. ALLOCATION OF CHARGES AND EXPENSES.
(a) ADVISORS. Advisors assumes the expense of and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall at its own expense provide the office space, equipment
and facilities necessary for it to carry out its obligations under this
Agreement, including, but not limited to, compensation of officers of the
Institutional Fund, compensation of trustees of the Institutional Fund who are
affiliated persons of Advisors, and fees of Service Providers.
(b) INSTITUTIONAL FUND. The Institutional Fund assumes and
shall pay or cause to be paid the following expenses of the Institutional Fund,
including, without limitation: compensation of Advisors under this Agreement;
custody fees; fees of independent accountants, fees of trustees who are not
"interested persons" (as such term is defined in the 0000 Xxx) of the
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Institutional Fund (the "disinterested trustees"); brokerage commissions, dealer
markups and other expenses incurred in the acquisition or disposition of any
securities or other investments; costs, including the interest expense, of
borrowing money; taxes; and extraordinary expenses (including litigation
expenses and any other expenses determined by the Board to be extraordinary
expenses).
3. COMPENSATION OF ADVISORS.
(a) For the services rendered, the facilities furnished and
expenses assumed by Advisors, the Institutional Fund shall pay to Advisors at
the end of each calendar month a fee for each Fund calculated as a percentage of
the daily net assets of the Fund at the annual rates set forth in SCHEDULE A of
this Agreement. Advisors' fee is accrued daily at 1/365th of the applicable
annual rate set forth in SCHEDULE A. For the purpose of the fee accrual, the
daily net assets of each Fund are determined in the manner and at the times set
forth in the Declaration of Trust or the current registration statement of the
Institutional Fund and, on days on which the net assets are not so determined,
the net asset value on the immediately preceding day on which the net assets
were determined will be used.
(b) In the event of termination of this Agreement, all
compensation due through the date of termination will be calculated on a
pro-rated basis through the date of termination and paid within fifteen (15)
business days of the date of termination.
(c) For Retirement Class Shares, the fee may include part or
all of the expense of any shareholder service plan adopted by the Institutional
Fund.
4. LIMITATION OF LIABILITY OF ADVISORS. Advisors shall not be liable
for any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the management of the Institutional
Fund, except (a) for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder, and (b) to the extent specified in section 36(b) of the
1940 Act concerning loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation.
5. BOOKS AND RECORDS.
(a) Advisors hereby undertakes and agrees to maintain, in the
form and for the period required by Rule 31a-2 and Rule 2a-7 under the 1940 Act,
any and all records relating to each Fund required by Rule 31a-1 and Rule 2a-7
of the 1940 Act, except for those records relating to each Fund's investments
that are required to be maintained pursuant to paragraphs (b)(5), (b)(6),
(b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 of the 1940 Act.
(b) Advisors agrees that all books and records which it or any
other Service Provider maintains for the Institutional Fund are the property of
the Institutional Fund and further agrees to surrender promptly to the
Institutional Fund any such books, records or information upon the Institutional
Fund's request. All such books and records shall be made available, within five
business days of a written request, to the Institutional Fund's accountants
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or auditors during regular business hours at Advisors' offices. The
Institutional Fund or its authorized representative shall have the right to copy
any records in the possession of Advisors or a Service Provider that pertain to
the Institutional Fund. Such books, records, information or reports shall be
made available to properly authorized government representatives consistent with
state and federal law and/or regulations. In the event of the termination of
this Agreement, all such books, records or other information shall be returned
to the Institutional Fund free from any claim or assertion of rights by
Advisors.
(c) Advisors further agrees that it will not disclose or use
any records or information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement and that it will keep
confidential any information obtained pursuant to this Agreement and disclose
such information only if the Institutional Fund has authorized such disclosure,
or if such disclosure is required by federal or state regulatory authorities.
6. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) This Agreement shall not become effective unless and until
it is approved by the Board of the Institutional Fund. This Agreement shall come
into full force and effect on the date on which it is so approved, provided that
it shall not become effective as to any subsequently created Fund until it has
been approved by the Board specifically for such Fund. As to each Fund, the
Agreement shall continue in effect from year to year so long as such continuance
is specifically approved for such Fund at least annually by the Board, or by the
vote of a majority of the outstanding votes attributable to the shares of such
Fund.
(b) This Agreement may be terminated at any time as to any Fund
or to all Funds, without the payment of any penalty, by the Board of the
Institutional Fund or by vote of a majority of the outstanding votes
attributable to the shares of the applicable Fund, or by Advisors, on sixty (60)
days written notice to the other party. If this Agreement is terminated only
with respect to one or more, but less than all, of the Funds, the Agreement
shall remain in effect with respect to the remaining Fund(s).
7. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended as to
each Fund by the parties only if such amendment is specifically approved by the
Board of the Institutional Fund, or by the vote of a majority of the outstanding
votes attributable to the shares of such Fund.
8. DEFINITIONS OF CERTAIN TERMS. The terms "affiliated person," and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act. The term "majority of the votes"
attributable to outstanding shares of a Fund means the lesser of (a) 67% or more
of the votes attributable to such Fund present, in person or by proxy, at a
meeting if the holders of more than 50% of such votes are present, in person or
by proxy, or (b) more than 50% of the votes attributable to shares of the Fund.
9. GOVERNING LAW. This Agreement shall be construed in accordance
with laws of the State of New York, and applicable provisions of the 1940 Act.
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10. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
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 in writing and shall be delivered by hand or mailed first
class, postage prepaid, addressed as follows:
(a) If to the Institutional Fund -
TIAA-CREF Institutional Mutual Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
(b) If to Advisors -
Teachers Advisors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
in each case with a copy to the General Counsel, TIAA-CREF, 000 Xxxxx Xxxxxx,
Xxx Xxxx XX 00000, or to such other address as the Institutional Fund or
Advisors shall designate by written notice to the other.
13. NO LIABILITY OF SHAREHOLDERS. This Agreement is executed by the
trustees of the Institutional Fund, not individually, but rather in their
capacity as trustees under the Declaration of Trust made April 15, 1999, as
amended. None of the shareholders of the Institutional Fund, trustees, officers,
employees or agents of the Institutional 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 Institutional Fund and, if the obligation or claim relates to
the property held by the Institutional Fund for the benefit of one or more but
fewer than all Funds, then only to the property held for the benefit of that
affected Fund.
14. MISCELLANEOUS. Captions in this Agreement are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
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IN WITNESS WHEREOF, the Institutional Fund and Advisors have caused 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.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: Attest:
-------------------------------- --------------------------------
Title: Title:
----------------------------- --------------------------------
TEACHERS ADVISORS, INC.
By: Attest:
-------------------------------- --------------------------------
Title: Title:
----------------------------- --------------------------------
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SCHEDULE A
--------------------------------- ---------------------------------------------
SERVICE FEE (AS A PERCENTAGE OF THE AVERAGE
NAME OF FUND DAILY VALUE OF THE FUND'S NET ASSETS)
--------------------------------- ---------------------------------------------
INTERNATIONAL EQUITY FUND
Retirement Class 0.29%
Institutional Class 0.03%
--------------------------------- ---------------------------------------------
GROWTH EQUITY FUND
Institutional Class 0.04%
--------------------------------- ---------------------------------------------
GROWTH & INCOME FUND
Retirement Class 0.29%
Institutional Class 0.04%
--------------------------------- ---------------------------------------------
LARGE-CAP VALUE FUND
Retirement Class 0.29%
Institutional Class 0.04%
Retail Class 0.33%
--------------------------------- ---------------------------------------------
MID-CAP GROWTH FUND
Retirement Class 0.29%
Institutional Class 0.04%
Retail Class 0.33%
--------------------------------- ---------------------------------------------
MID-CAP VALUE FUND
Retirement Class 0.29%
Institutional Class 0.04%
Retail Class 0.33%
--------------------------------- ---------------------------------------------
SMALL-CAP EQUITY FUND
Retirement Class 0.29%
Institutional Class 0.04%
Retail Class 0.19%
--------------------------------- ---------------------------------------------
EQUITY INDEX FUND
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
S&P 500 INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
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--------------------------------- ---------------------------------------------
INTERNATIONAL EQUITY INDEX FUND
Retirement Class 0.28%
Institutional Class 0.03%
--------------------------------- ---------------------------------------------
LARGE-CAP GROWTH INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
LARGE-CAP VALUE INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
MID-CAP BLEND INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
MID-CAP GROWTH INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
MID-CAP VALUE INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
SMALL-CAP BLEND INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
SMALL-CAP GROWTH INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
SMALL-CAP VALUE INDEX FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
SOCIAL CHOICE EQUITY FUND
Retirement Class 0.27%
Institutional Class 0.02%
--------------------------------- ---------------------------------------------
REAL ESTATE SECURITIES FUND
Retirement Class 0.29%
Institutional Class 0.04%
Retail Class 0.33%
--------------------------------- ---------------------------------------------
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--------------------------------- ---------------------------------------------
BOND FUND
Institutional Class 0.04%
--------------------------------- ---------------------------------------------
INFLATION-LINKED BOND FUND
Institutional Class 0.03%
Retail Class 0.18%
--------------------------------- ---------------------------------------------
MONEY MARKET FUND
Institutional Class 0.03%
--------------------------------- ---------------------------------------------
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SCHEDULE B
LIST OF ADMINISTRATIVE SERVICES
A. TRANSFER AGENCY SERVICES.
(1) Receive for acceptance, orders for the purchase of Institutional
Fund shares, and promptly delivering payment and appropriate
documentation thereof to any Service Provider acting as custodian.
(2) Issue, pursuant to purchase orders, the appropriate number of the
Institutional Fund's shares and holding such shares in the
appropriate account.
(3) Receive for acceptance redemption requests and redemption
directions and delivering the appropriate documentation to any
Service Provider acting as custodian.
(4) Effect transfers of Institutional Fund shares by the registered
owners thereof upon receipt of appropriate instructions.
(5) Prepare and transmit payments for dividends and distributions
declared by the Institutional Fund.
(6) Maintain records of accounts for shareholders and advising the
Institutional Fund and its shareholders as to the foregoing.
(7) Handle shareholder relations, and provide reports and other
information and services related to the maintenance of shareholder
accounts.
(8) Record the issuance of shares of the Institutional Fund and
maintaining pursuant to Rule 17Ad-10(e) under the 1934 Act a
record of the total number of shares of the Institutional Fund
that are authorized, based upon data provided by the Institutional
Fund, and issued and outstanding.
(9) Perform or arrange for the performance of shareholder services
funded by any shareholder service plan adopted for any class of
shares under a multiclass plan and approved by the Board of the
Institutional Fund.
(10) Perform or arrange for the performance of any other customary
services of a transfer agent or dividend-disbursing agent for a
registered investment company.
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B. ACCOUNTING.
(1) Prepare expense budgets.
(2) Monitor actual expenses and update budgets/expense accruals as
necessary.
(3) Prepare and file Forms N-SAR.
(4) Prepare financial information for Board meetings.
(5) Calculate total return information and other statistical
information, including undistributed income and capital gains with
respect to condensed financial information for review by
management.
(6) Calculate dividend amounts available for distribution.
(7) Coordinate review of dividends by management and auditors.
(8) Notify transfer agent of authorized dividend rates.
(9) Prepare financial statements including financial highlights and
expense tables.
(10) Continuously monitor portfolio activity to ensure compliance with
Internal Revenue Service requirements pertaining to regulated
investment companies.
(11) Determine allocation of invoices among Funds and authorize payment
of expenses.
(12) Make appropriate representations in conjunction with audit.
(13) Maintain accounting records for each Fund as specified in Section
5(a) of this Agreement.
(14) Calculate the net asset value of each Fund and the net asset value
per share of each class of shares at such times and in such manner
as specified in the Institutional Fund's current registration
statement and at such other times upon which the Institutional
Fund may from time to time request.
(15) Prepare and file all federal, state and local tax returns and
reports relating to each Fund.
(16) Coordinate review and approval by portfolio managers of portfolio
listings to be included in financial statements, with respect to
the preparation and printing of shareholder reports.
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(17) Perform or arrange for the performance of any other customary
accounting services for a registered investment company.
C. ADMINISTRATIVE SERVICES.
(1) Review agenda and assemble Board materials for quarterly Board
meetings; prepare supporting information when necessary; prepare
minutes of Board and committee meetings.
(2) Prepare and review Board material.
(3) Review and provide regulatory compliance advice to the distributor
and the Institutional Fund regarding sales literature and
marketing plans.
(4) Continuously monitor portfolio activity and related functions and
perform appropriate tests in conjunction with all applicable
regulatory requirements.
(5) Identify the services to which the Funds report performance
information. Provide information as requested on performance
questionnaires.
(6) Prepare management letter and coordinate production of Management
Discussion and Analysis, with respect to the preparation and
printing of shareholder reports.
(7) Prepare selected portfolio information for inclusion in Board
material.
(8) Assist in presentation to Board as desired by officers of the
Institutional Fund.
(9) Prepare responses to various performance questionnaires;
coordinate, as necessary, and submit responses to the appropriate
agency.
(10) Prepare semi-annual and annual shareholder reports and coordinate
auditor and management review.
(11) Prepare, or assist in the preparation of, and file notices with
state securities regulators regarding the sale of Institutional
Fund shares.
(12) Develop and implement procedures for monitoring compliance with
regulatory requirements and compliance with each Fund's investment
objective, policies and restrictions as established by the Board,
perform compliance testing and approve resolution of compliance
issues.
(13) Approve dividend rates; obtain Board approval when required.
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(14) Coordinate activities of other Service Providers.
(15) Review drafts and coordinate review process of Forms N-1A updates
and prospectus supplements.
(16) Coordinate printing, XXXXX conversion and filing with the SEC with
outside printers of Forms N-1A.
(17) Maintain and preserve the corporate records of the Institutional
Fund, including each Fund.
(18) Approve tax positions taken regarding qualification as a
registered investment company.
(19) Approve distributions.
(20) Create and maintain such records relating to the business of the
Institutional Fund as the Institutional Fund may from time to time
reasonably request.
(21) Perform or arrange for the performance of any other customary
administrative services for a registered investment company.
D. OTHER. Other services for the ordinary operation of the Institutional
Fund and the Funds which may be agreed to by the Institutional Fund and
Advisors.
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