INVESTMENT MANAGEMENT AGREEMENT
FOR TIAA-CREF MUTUAL FUNDS
--------------------------
THIS AGREEMENT is made this 1st day of July, 1997, by and between TIAA-CREF
Mutual Funds (the "Fund"), a Delaware business trust, and Teachers Advisors,
Inc. ("Advisors"), a Delaware corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and currently consists of six series (known as the Growth & Income Fund, Money
Market Fund, International Equity Fund, Bond Plus Fund, Growth Equity Fund, and
Managed Allocation Fund) (the "Current Funds"), and may consist of additional
series in the future (collectively, with the Current Funds, the "Funds");
WHEREAS, Advisors is engaged principally in the business of rendering
investment management services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Fund desires to retain Advisors to provide or to arrange to
provide overall management of the Fund and the Funds, including, but not limited
to, investment management, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services, in the manner and on the terms and
conditions set forth in this Agreement; and
WHEREAS, Advisors is willing to provide or to arrange to provide overall
management of the Fund and the Funds, including, but not limited to, investment
management, custody, transfer agency, dividend disbursing, legal, accounting,
and administrative 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 Fund and Advisors hereby agree as follows:
1. Duties of Advisors.
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(a) Generally.
(i) The Fund hereby engages Advisors to act as the Fund's general
manager to provide or to arrange to provide directly or through third parties,
investment management, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services to each Fund; and to provide or to
arrange to provide the above services subject to the supervision of the board of
trustees of the 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 to
provide such investment advisory and general management 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 and the Advisers
Act, Advisors may retain any affiliated or unaffiliated parties including, but
not limited to, investment adviser(s) and/or investment sub-adviser(s),
custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), and
accountant(s) 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 Fund with reasonable notice of its intention to retain each
such Service Provider and shall not retain a Service Provider if, within 10 days
after Advisors provides such notice to the Fund with respect to such Service
Provider, the Fund notifies Advisors of its disapproval of such Service
Provider.
(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
Fund or a Fund in any way or otherwise be deemed an agent of the Fund or a Fund.
(iv) Advisors shall, for purposes of this Agreement, have and
exercise full investment discretion and authority to act as agent for the Fund
in buying, selling or otherwise disposing of or managing the Fund's investments,
directly or through sub-advisers, subject to supervision by the Board.
(v) Advisors and each Service Provider shall be subject to: (1)
the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended
from time to time; (2) the provisions of the 1940 Act and the Advisers 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 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) Investment Advisory Services.
(i) Advisors shall provide the Fund directly or through
sub-advisers with such investment research, advice and supervision as the Fund
may from time to time consider necessary for the proper management of the assets
of each Fund, shall furnish continuously an investment program for each Fund,
shall determine which securities or other investments shall be purchased, sold
or exchanged and what portions of each Fund shall be held in the various
securities or other investments or cash, and shall take such steps as are
necessary to implement an overall investment plan for each Fund, including
providing or obtaining such services as may be necessary in managing, acquiring
or disposing of securities, cash or other investments.
(ii) The Fund has furnished or will furnish Advisors (who is
authorized to furnish any Service Provider) with copies of the Fund's
registration statement, Declaration of Trust, and Bylaws as currently in effect
and agrees during the continuance of this Agreement
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to furnish Advisors with copies of any amendments or supplements thereto before
or at the time the amendments or supplements become effective. Advisors and each
Service Provider will be entitled to rely on all documents furnished by the
Fund.
(iii) Advisors shall take, on behalf of each Fund, all actions
which it deems necessary to implement the investment policies of such Fund, and
in particular, to place all orders for the purchase or sale of portfolio
investments for the account of each Fund with brokers, dealers, futures
commission merchants or banks selected by Advisors. Advisors also is authorized
as the agent of the Fund to give instructions to any Service Provider serving as
custodian of the Fund as to deliveries of securities and payments of cash for
the account of each Fund. In selecting brokers or dealers and placing purchase
and sale orders with respect to assets of a Fund, Advisors is directed at all
times to seek to obtain best execution and price within the policy guidelines
determined by the Board and set forth in the current registration statement.
Subject to this requirement and the provisions of the 1940 Act, the Advisers
Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and other
applicable provisions of law, Advisors may select brokers or dealers that are
affiliated with Advisors or the Fund.
(iv) In addition to seeking the best price and execution,
Advisors may also take into consideration research and statistical information,
wire, quotation and other services provided by brokers and dealers to Advisors.
Advisors is also authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
Advisors determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage, research and other services provided
by such broker or dealer, viewed in terms of either that particular transaction
or Advisors's overall responsibilities with respect to each Fund. The policies
with respect to brokerage allocation, determined from time to time by the Board
are those disclosed in the currently effective registration statement. The
execution of such transactions shall not be deemed to represent an unlawful act
or breach of any duty created by this Agreement or otherwise. Advisors will
periodically evaluate the statistical data, research and other investment
services provided to it by brokers and dealers. Such services may be used by
Advisors in connection with the performance of its obligations under this
Agreement or in connection with other advisory or investment operations
including using such information in managing its own accounts.
(v) As part of carrying out its obligations to manage the
investment and reinvestment of the assets of each Fund consistent with the
requirements under the 1940 Act, Advisors shall:
(1) Perform research and obtain and analyze pertinent
economic, statistical, and financial data relevant to
the investment policies of each Fund as set forth in
the Fund's registration statement;
(2) Consult with the Board and furnish to the Board
recommendations with respect to an overall investment
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strategy for each Fund for approval, modification, or
rejection by the Board;
(3) Seek out and implement specific investment
opportunities, consistent with any investment
strategies approved by the Board;
(4) Take such steps as are necessary to implement any
overall investment strategies approved by the Board for
each Fund, including making and carrying out day-to-day
decisions to acquire or dispose of permissible
investments, managing investments and any other
property of the Fund, and providing or obtaining such
services as may be necessary in managing, acquiring or
disposing of investments;
(5) Regularly report to the Board with respect to the
implementation of any approved overall investment
strategy and any other activities in connection with
management of the assets of each Fund;
(6) Maintain all required accounts, records, memoranda,
instructions or authorizations relating to the
acquisition or disposition of investments for each Fund
and the Fund;
(7) Furnish any personnel, office space, equipment and
other facilities necessary for the operation of each
Fund as contemplated in this Agreement;
(8) Provide the Fund with such accounting or other data
concerning the Fund's investment activities as shall be
necessary or required to prepare and to file all
periodic financial reports or other documents required
to be filed with the Securities and Exchange Commission
and any other regulatory entity;
(9) Assist in determining each business day the net asset
value of the shares of each Fund in accordance with
applicable law; and
(10) Enter into any written investment advisory or
investment sub-advisory contract with another
affiliated or unaffiliated party, subject to any
approvals required by Section 15 of the 1940 Act,
pursuant to which such party will carry out some or all
of Advisors's responsibilities (as specified in
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such investment advisory or investment sub-advisory
contract) listed above.
(c) General Management Services. Advisors shall provide or arrange to
provide all custody, transfer agency, dividend disbursing, legal, accounting,
and administrative services necessary for the operation of the Fund, including,
without limitation, the following services:
(i) Custody services including, but not limited to:
(1) placing and maintaining each Fund's securities, cash or
other investments pursuant to the requirements of
Section 17(f) of the 1940 Act and the rules thereunder;
(2) holding and segregating for the Fund's account, all of
the Fund's assets, including securities that the Fund
desires to be held in places within the United States
("domestic securities") or in places outside the United
States ("foreign securities");
(3) releasing and delivering domestic securities owned by
the Fund only upon receipt of instructions from persons
and by means authorized by the Board;
(4) assuring that all domestic securities held are
registered in the name of the Fund or in the name of
any nominee of the Fund or of any nominee of Advisors
or any Service Provider acting as custodian which
nominee shall be assigned exclusively to the Fund,
unless the Fund has provided written authorization to
use a nominee not meeting the above requirement;
(5) maintaining a separate bank account(s) in the United
States in the name of the Fund, and holding all cash
received by it from or for the account of the Fund in
such account;
(6) collecting on a timely basis all income and other
payments with respect to securities to which the Fund
shall be entitled either by law or pursuant to custom
in the securities business;
(7) paying out monies of the Fund upon receipt of
instructions from persons and by means authorized by
the Board;
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(8) appointing or removing, in its discretion, any other
entity qualified under the 1940 Act to act as a
custodian, as its agent to carry out any custody duties
so long as such other entity is approved by the Board;
(9) employing, in the discretion of Advisors or a Service
Provider employed by Advisors, other parties as
sub-custodians for the Fund's domestic securities or
foreign securities. With respect to the Fund's foreign
securities, such employment shall be effected and such
foreign securities shall be maintained in accordance
with the provisions of Rule 17f-5 under the 1940 Act,
as such provisions may be amended from time to time,
provided that Advisors or a Service Provider employed
by Advisors shall furnish annually to the Fund,
information concerning the Service Provider or
sub-custodians employed by Advisors or other Service
Provider;
(10) creating and maintaining all records relating to its
activities and obligations under any contract relating
to the Fund or a Fund thereof in accordance with the
provisions of Section 31 of the 1940 Act and Rules
31a-1 and 31a-2 under the 1940 Act. Such records shall
be the property of the Fund and shall at all times
during the regular business hours of Advisors (or
separate Service Provider acting as custodian) be open
for inspection by duly authorized officers, employees
or agents of the Fund and employees and agents of the
Securities and Exchange Commission; and
(11) performing or arranging for the performance of any
other usual duties and functions of a custodian for a
registered investment company;
(ii) Transfer agency services, including, but not limited to:
(1) receiving for acceptance, orders for the purchase of
Fund shares, and promptly delivering payment and
appropriate documentation thereof to Advisors or any
Service Provider acting as custodian;
(2) issuing, pursuant to purchase orders, the appropriate
number of the Fund's shares and holding such shares in
the appropriate account;
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(3) receiving for acceptance redemption requests and
redemption directions and delivering the appropriate
documentation to Advisors or any Service Provider
acting as custodian;
(4) effecting transfers of Fund shares by the registered
owners thereof upon receipt of appropriate
instructions;
(5) preparing and transmitting payments for dividends and
distributions declared by the Fund;
(6) maintaining records of accounts for shareholders and
advising the Fund and its shareholders as to the
foregoing;
(7) handling shareholder relations, and providing reports
and other information and services related to the
maintenance of shareholder accounts;
(8) recording the issuance of shares of the Fund and
maintaining pursuant to Rule 17Ad-10(e) under the 1934
Act a record of the total number of shares of the Fund
that are authorized, based upon data provided by the
Fund, and issued and outstanding; and
(9) performing or arranging for the performance of any
other customary services of a transfer agent or
dividend-disbursing agent for a registered investment
company;
(iii) The calculation of 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 Fund's current registration statement and at such
other times upon which the parties hereto may from time to time agree;
(iv) The creation and maintenance of such records relating to the
business of the Fund as the Fund may from time to time reasonably request;
(v) Portfolio accounting services to maintain the portfolio
accounting records for each Fund;
(vi) The preparation of all federal, state, and local tax
returns and reports relating to each Fund;
(vii) The preparation, filing and arranging for the distribution
of proxy materials and periodic reports to shareholders of each Fund;
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(viii) The preparation and filing of the Fund's registration
statements and other documents with the Securities and Exchange Commission and
other federal and state regulatory authorities as may be required by applicable
law;
(xiv) The preparation and filing of state registrations of the
Fund's shares; and
(x) Other services for the ordinary operation of the Fund.
Advisors may contract with qualified Service Providers for the provision of any
of the services necessary for the operation of the Fund as described in this
Section (c). Where Advisors engages separate Service Providers, Advisors shall
also, on behalf of the Fund, coordinate the activities of such Service
Providers, as well as other agents, attorneys, brokers and dealers, insurers,
sub-advisers 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 Fund as the Board or
Advisors shall consider desirable.
2. Allocation of Charges and Expenses.
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(a) Advisors.
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(i) 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 that it is obligated to provide under this Agreement, and shall pay
all compensation of officers of the Fund and all trustees of the Fund who are
affiliated persons of Advisors, except as otherwise specified in this Agreement.
(ii) Except for those expenses assumed by the Fund as provided in
Section 2(b) below, Advisors shall bear all of the Fund's expenses including,
but not limited to: custodian fees; transfer agent fees; pricing costs
(including the daily calculation of net asset value); portfolio accounting
service fees; ordinary legal fees (except extraordinary litigation expenses);
expenses of shareholders' and/or trustees' meetings; bookkeeping expenses
related to shareholder accounts; cost of printing and mailing shareholder
reports and proxy statements; costs of printing and mailing registration
statements and updated prospectuses to current shareholders; costs in connection
with the registration of the Fund's shares with federal and state securities
authorities and the continued qualification of the Fund's shares for sale;
expenses of all audits by the Fund's independent accountants, costs of filing
reports with regulatory bodies; costs of the maintenance of the Fund's fidelity
bond required by Section 17(g) of the 1940 Act, or other insurance premiums; and
the fees of any trade association of which the Fund is a member.
(iii) Advisors agrees that neither it nor any Service Provider
will make any separate charge to any shareholder or his individual account for
any services rendered to
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said shareholder or the Fund unless such charge for special services is
specifically approved by the Board including a majority of the directors who are
not "interested persons" (as such term is defined in the 0000 Xxx) of Advisors.
No special charge will be levied retroactively or without appropriate notice to
affected shareholders.
(b) The Fund. The Fund assumes and shall pay or cause to be paid the
following expenses of the Fund, including, without limitation: compensation of
Advisors under this Agreement; fees and expenses of trustees who are not
"interested persons" (as such term is defined in the 0000 Xxx) of the 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 extraordinary litigation expenses and
extraordinary consulting expenses).
3. Compensation of Advisors.
(a) For the services rendered, the facilities furnished and expenses
assumed by Advisors, the Fund shall pay to Advisors at the end of each calendar
month a fee calculated as a percentage of the average value of the net assets
each day for each Fund during that month at the following annual rates:
Growth & Income Fund........................................ 0.93%
Money Market Fund........................................... 0.79%
International Equity Fund................................... 0.99%
Bond Plus Fund.............................................. 0.80%
Growth Equity Fund.......................................... 0.95%
Managed Allocation Fund..................................... 0.00%
Advisors acknowledges that it shall render the same services to the Managed
Allocation Fund that it renders to all other Funds, notwithstanding that it may
not receive an advisory fee for such services.
(b) Advisors's fee shall be accrued daily proportionately at 1/365th
(1/366th for a leap year) of the applicable annual rate set forth above. For the
purpose of accruing compensation, the net assets of each Fund shall be
determined in the manner and on the dates set forth in the Declaration of Trust
or the current registration statement of the Fund and, on days on which the net
assets are not so determined, the net asset value computation to be used shall
be as determined on the immediately preceding day on which the net assets were
determined.
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(c) 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 business days of the
date of termination.
(d) During any period when the determination of net asset value is
suspended, the net asset value of a Fund as of the last business day prior to
such suspension shall for this purpose be deemed to be the net asset value at
the close of each succeeding business day until it is again determined.
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 Fund, except for
(i) 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 (ii) 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. Activities of Advisors.
(a) The services of Advisors are not deemed to be exclusive, and
Advisors is free to render services to others, so long as Advisors's services
under this Agreement are not impaired. It is understood that trustees, officers,
employees and shareholders of the Fund are or may become interested persons of
Advisors, as directors, officers, employees and shareholders or otherwise, and
that directors, officers, employees and shareholders of Advisors are or may
become similarly interested persons of the Fund, and that Advisors may become
interested in the Fund as a shareholder or otherwise.
(b) It is agreed that Advisors may use any supplemental investment
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts. Advisors or its affiliates may use such
information in managing their own accounts. Conversely, such supplemental
information obtained by the placement of business for Advisors or other entities
advised by Advisors will be considered by and may be useful to Advisors in
carrying out its obligations to the Fund.
(c) Nothing in this Agreement shall preclude the aggregation of
orders for the sale or purchase of securities or other investments by two or
more Funds of the Fund or by the Fund and other mutual funds, separate accounts,
or other accounts (collectively, "Advisory Clients") managed by Advisors,
provided that:
(i) Advisors' actions with respect to the aggregation of orders
for multiple Advisory Clients, including the Fund, are consistent with the
then-current positions in this regard taken by the Securities and Exchange
Commission or its staff through releases, "no-action" letters, or otherwise; and
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(ii) Advisors' policies with respect to the aggregation of orders
for multiple Advisory Clients have been previously submitted and approved by the
Board of Trustees of the Fund.
Neither Advisors, nor any of its directors, officers, or personnel, nor any
person, firm, or corporation controlling, controlled by, or under common control
with it shall act as a principal or receive any commission as agent in
connection with the purchase or sale of assets for a Fund, except as may be
permitted under applicable law.
6. 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, all
records relating to the Fund's investments that are required to be maintained by
the Fund pursuant to the requirements of Rule 31a-1 and Rule 2a-7 of the 1940
Act.
(b) Advisors agrees that all books and records which it or any other
Service Provider maintains for the Fund are the property of the Fund and further
agrees to surrender promptly to the Fund any such books, records or information
upon the Fund's request. All such books and records shall be made available,
within five business days of a written request, to the Fund's accountants or
auditors during regular business hours at Advisors's offices. The 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 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 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 Fund has authorized such disclosure, or if such
disclosure is required by federal or state regulatory authorities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall not become effective unless and until it is
approved by the Board, including a majority of trustees who are not parties to
this Agreement or interested persons of any such party, and by the vote of a
majority of the outstanding voting shares of each Fund. This Agreement shall
come into full force and effect on the date 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 for two years from the date on which it
becomes effective and shall thereafter continue in effect from year to year so
long as such continuance is specifically approved for such
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Fund at least annually by: (i) the Board, or by the vote of a majority of the
outstanding votes attributable to the shares of such Fund; and (ii) a majority
of those trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
(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 or by vote of a
majority of the outstanding votes attributable to the shares of the applicable
Fund, or by Advisors, on 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, or if a different adviser is appointed with respect to a new Fund,
the Agreement shall remain in effect with respect to the remaining Fund(s).
(c) This Agreement shall automatically terminate in the event of its
assignment.
8. Amendments of this Agreement. This Agreement may be amended as to each
Fund by the parties only if such amendment is specifically approved by (i) the
vote of a majority of outstanding votes attributable to the shares of the Fund,
and (ii) a majority of those trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
9. Definitions of Certain Terms. The terms "assignment," "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
outstanding votes" attributable to the shares of a Fund means the lesser of (a)
67% or more of the votes attributable to such Fund present at a meeting if the
holders of more than 50% of such votes are present or represented by proxy, or
(b) more than 50% of the votes attributable to shares of the Fund.
10. Governing Law. This Agreement shall be construed in accordance with
laws of the State of New York, and applicable provisions of the 1940 Act, the
Advisers Act, and the 1934 Act.
11. 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.
12. 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.
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13. 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 Fund -
TIAA-CREF Mutual Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxx
------------------
(b) If to Advisors -
Teachers Advisors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxx
------------------
or to such other address as the Fund or Advisors shall designate by written
notice to the other.
14. No Liability of Shareholders. This Agreement is executed by the
Trustees of the Fund, not individually, but rather in their capacity as Trustees
under the Declaration of Trust made January 13, 1997, as amended. None of the
shareholders of the Fund, 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 Funds, then only to the property held for the benefit of the
affected Fund.
15. 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 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 MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxxx Xxxxxxx
---------------------------- ----------------------
Title: President Title: Assistant Secretary
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TEACHERS ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxxx Attest: /s/ Xxxxx Xxxxxxx
---------------------------- ----------------------
Title: Executive Vice President Title: Assistant Secretary
------------------------ ----------------------
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