ADMINISTRATION AGREEMENT
Agreement dated as of July 16, 1997 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
Teachers Advisors, Inc. ("Advisors").
WHEREAS, Advisors is the investment manager to TIAA-CREF Mutual
Funds (the "Fund"), an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Advisors and the Fund have entered into an investment
management agreement pursuant to which Advisors will provide or arrange to
provide overall management to the Fund, including investment management,
custody, transfer agency, dividend disbursing, legal, accounting and
administrative services; and
WHEREAS, Advisors desires to retain the Administrator to furnish
certain administrative services to the Fund on its behalf, and the Administrator
is willing to furnish such services, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
Advisors hereby appoints the Administrator to act as administrator
with respect to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Fund will initially consist of the portfolios (each an
"Investment Fund") listed in Schedule A to this Agreement. In the event that the
Fund establishes one or more additional Investment Funds with respect to which
Advisors wishes to retain the Administrator to act as administrator hereunder,
Advisors shall notify the Administrator in writing and such Investment Fund
shall become subject to the provisions of this Agreement to the same extent as
the existing Investment Funds, except with respect to compensation as otherwise
provided in the Fee Schedule included in the Transfer Agency and Service
Agreement between the parties dated July 16, 1997 ("Transfer Agency Agreement").
2. DELIVERY OF DOCUMENTS
Advisors will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Fund's Declaration of Trust and by-laws;
b. The Fund's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and
the 1940 Act and the Fund's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment Funds and
all amendments and supplements thereto as in effect from time
to time;
c. Certified copies of the resolutions of either the Board of
Trustees of the Fund (the "Board") or Advisors approving (1)
Advisor entering into this Agreement and (2) certain
individuals on behalf of the Fund to (a) give instructions to
the Administrator pursuant to this Agreement and (b) pay
expenses;
d. A copy of the investment management agreement between the Fund
and Advisors; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to Advisors that:
a. It is a Massachusetts trust company, duly organized, existing
and in good standing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement;
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it;
f. It has and will continue to have and maintain to the
reasonable satisfaction of Advisors the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
g. Prior to the initial offering of the Fund's shares to the
public, the Administrator will have made all the necessary
Notice and any other state securities law filings
2
to offer the Fund's shares in the states in which the
Administrator was instructed to do so by Advisors pursuant to
Schedules B and C of this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF ADVISORS
Advisors represents and warrants to the Administrator that:
a. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
b. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
c. The Fund is a business trust, duly organized and existing and
in good standing under the laws of the State of Delaware;
d. The Fund is an investment company properly registered under
the 1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed by the Fund and will be effective prior to the
initial offering of the Fund's shares to the public and will
remain effective while the Fund's shares are offered to the
public;
f. No legal or administrative proceedings have been instituted or
threatened which would impair Advisors' ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of Advisors or any law or regulation applicable to
it; and
h. As of the close of business on the date of this Agreement, the
Fund is authorized to issue shares of beneficial interest, and
it will initially offer shares, in the authorized amounts as
set forth in Schedule A to this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each
case, subject to the control and direction of Advisors and the review and
comment by the Fund's independent accountants and legal counsel and in
accordance with procedures which may be established from time to time between
Advisors and the Administrator:
a. Oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted
from time to time by the Board;
3
b. Oversee the maintenance by the Fund's custodian of certain
books and records of the Fund as required under Rule 31a-1(b)
of the 1940 Act;
c. Prepare the Fund's federal, state and local income and excise
tax returns for review by Advisors and the Fund's independent
accountants and officers and filing by a Fund officer or
representative;
d. Review calculation and appropriateness, submit for approval by
officers of the Fund and arrange for payment of the Fund's
expenses;
e. Prepare for review and approval by Advisors and officers of
the Fund financial information for the Fund's semi-annual and
annual reports, proxy statements and other communications
required or otherwise to be sent to Fund shareholders, and
consult with Advisors regarding arrangements for the printing
and dissemination of such reports and communications to
shareholders;
f. Prepare for review by Advisors and officers of and legal
counsel for the Fund: (1) the Fund's periodic financial
reports required to be filed with the U.S. Securities and
Exchange Commission ("SEC") on Form N-SAR and file thereafter;
and (2) financial information required by Form N-1A and such
other reports, forms or filings as may be mutually agreed
upon;
g. Prepare and distribute reports to Advisors and officers of the
Fund relating to the business and affairs of the Fund as may
be mutually agreed upon;
h. Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board
may reasonably request or deems appropriate;
i. Make such reports and recommendations to the Board concerning
the performance and fees of the Fund's custodian and transfer
and dividend disbursing agent ("Transfer Agent") as the Board
may reasonably request or deems appropriate;
j. Oversee and review calculations of fees paid to and any
out-of-pocket expenses charged by the Fund's investment
manager, custodian and Transfer Agent;
k. Consult with the Fund's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing
the accounting policies of the Fund;
l. Review implementation of any dividend reinvestment programs
authorized by the Board;
m. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;
4
n. Provide periodic testing of portfolios as may be mutually
agreed upon, to assist the Fund's investment manager in
complying with Internal Revenue Code mandatory qualification
requirements, the requirements of the 1940 Act and Fund
prospectus limitations, prepare and disseminate to the
officers of the Fund and Advisors reports providing the
results of such testing, prepare and distribute to Advisors
and officers of the Fund for review, reports determining the
amount, if any, of the Fund's required annual distribution to
shareholders and prepare and disseminate to the officers of
the Fund and Advisors such other reports as may be agreed upon
from time to time and as are set forth in Schedule D to this
Agreement. Details of the scope of the services provided by
the Administrator hereunder shall be documented in the Fund
Profile as agreed to by Advisors and the Administrator from
time to time;
o. Arrange for the filing with the SEC by means of the electronic
data gathering and receiving system ("▇▇▇▇▇") amendments to
the Fund's registration statement, including updates to the
Prospectus and Statement of Additional Information and proxy
material, where applicable. Unless otherwise agreed upon
between Advisors and the Administrator, the Administrator's
sole responsibility with respect to such filings will be to
deliver the documents to be filed to a financial printer or
other service provider selected or approved by Advisors and to
communicate to such financial printer or service provider
Advisors' instructions with respect to such filings. Any such
financial printer or service provider shall not be deemed to
be employed by or associated with the Administrator for
purposes of Section 6 of this Agreement and the Administrator
shall have no responsibility for the acts or omissions of such
financial printer or service provider;
Subject to review and comment by the Fund's legal counsel:
p. Make Board presentations where appropriate;
q. Prepare for review by Advisors and officers of the Fund and
file or assist in filing thereafter Rule 24f-2 notices with
the SEC;
r. Prepare and file all state Notice and any other filings in
connection with the offer or sale of the Fund's shares
pursuant to the specific instructions of Advisors as detailed
in Schedules B and C to this Agreement and as such Schedule C
is amended from time to time and provide Advisors with reports
on the sale of the Fund's shares in each respective state such
shares are offered or sold;
s. File by means of ▇▇▇▇▇ or other appropriate means annual and
semi-annual shareholder reports with the appropriate
regulatory agencies; and
t. Assist the Fund in the handling of routine regulatory
examinations and work closely with the Fund's legal counsel in
response to any non-routine regulatory matters.
5
The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from Advisors such compensation for
the Administrator's services provided pursuant to this Agreement as may be
mutually agreed to by the parties from time to time in the Fee Schedule included
in the Transfer Agency Agreement.
Advisors agrees to promptly reimburse the Administrator for any
equipment and supplies specially ordered by the Administrator upon Advisors'
written request or approval and for any other expenses not contemplated by this
Agreement that the Administrator may incur on the Fund's behalf at Advisors'
written request or approval.
The Administrator will bear all expenses that are incurred in the
performance of its duties under this Agreement and not specifically assumed by
Advisors. Except as noted herein, expenses to be borne by Advisors are: cost of
services of the Fund's independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment company
and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by Advisors directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Fund (which costs shall be borne by the Fund); investment
management fees (which costs shall be borne by the Fund); taxes (which shall be
borne by the Fund), insurance premiums and other fees and expenses applicable to
the Fund's operation; costs incidental to any meetings of the Fund's
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings (except for fees and expenses of
the Fund's Trustees who are not "interested persons" as such term is defined in
the 1940 Act, which fees and expenses shall be borne by the Fund); the salary
and expenses of any officer or employee of the Fund; costs incidental to the
preparation, filing, printing and distribution of the Fund's registration
statements and any amendments thereto and shareholder reports; cost of
typesetting and printing of prospectuses; cost of preparation and filing of the
Fund's tax returns, Forms N-1A and N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities laws;
all applicable registration fees and filing fees required under federal and
state securities laws; and fidelity bond and directors' and officers' liability
insurance.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to Advisors or to the Fund
for the acts or omissions of any such person or persons as it is for its own
acts or omissions.
6
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to authorized officers of
the Fund or Advisors for instructions and may consult with in-house legal
counsel for the Fund or the independent accountants for the Fund or at its own
cost may consult with its own legal counsel, with respect to any matter arising
in connection with the services to be performed by the Administrator under this
Agreement. The Administrator shall not be liable, and shall be indemnified by
Advisors, for any action taken or omitted by it in good faith and with
reasonable care and without negligence in reliance upon any such instructions or
advice or upon any paper or document reasonably believed by it to be genuine and
to have been signed by the proper person or persons; provided however, with
respect to the performance of any action or omission of any action upon such
legal advice by its own counsel, the Administrator shall be required to conform
to the standard of care set forth herein and further provided that the
Administrator shall follow the advice of the Fund's in-house legal counsel in
instances where the advice of the Fund's in-house legal counsel and the
Administrator's legal counsel differ. The Administrator shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from Advisors. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
8. STANDARD OF CARE, LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall exercise reasonable care and diligence in
carrying out the provisions of this Agreement. The Administrator shall be
responsible for the performance of only such duties as are set forth in this
Agreement and, except as otherwise provided under Section 6, shall have no
responsibility for the actions or activities of any other party, including other
service providers. The Administrator shall have no liability for any error of
judgment or mistake of law or for any loss or damage resulting from the
performance of or failure to perform its duties hereunder unless caused by or
resulting from the negligence, willful misconduct or bad faith of the
Administrator, its officers, employees or others provided under Section 6. The
Administrator shall not be liable for any special, indirect, incidental, or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement or for any such damages
arising out of any act or failure to act hereunder. In any event, for any
liability or loss suffered by the Fund including, but not limited to, any
liability relating to qualification of the Fund as a regulated investment
company or any liability relating to the Fund's compliance with any federal or
state tax or securities statute, regulation or ruling, the Administrator's
liability under this Agreement shall be limited to its total annual compensation
earned by and fees paid to the Administrator hereunder during the twelve months
preceding the date of the agreement of settlement of the claim or date of entry
of final judgment, provided that in the event that such compensation is less
than two million dollars and liabilities or losses suffered by the Fund exceed
such compensation, the Administrator shall be liable for up to two million
dollars of such liabilities or losses, and further provided that in the event
that both such compensation and liabilities or losses exceed ten million
dollars, the Administrator's liability hereunder shall be limited to ten million
dollars.
The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement caused by acts
of God, equipment or transmission failure or by other circumstances reasonably
beyond its control, except to the extent that the Administrator shall have
failed to use its best efforts to undertake commercially reasonable efforts to
minimize the
7
likelihood of occurrence of such circumstances or to mitigate any loss or damage
caused to Advisors or the Fund by such circumstances.
Advisors shall indemnify and hold the Administrator harmless from
all loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by the Administrator in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed by
it to have been duly authorized by authorized officers of Advisors or the Fund,
provided that this indemnification shall not apply to actions or omissions of
the Administrator, its officers or employees in cases of its or their own
negligence, willful misconduct or bad faith.
Advisors will be entitled to 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 Advisors elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) Advisors shall have specifically
authorized the retaining of such counsel or (ii) Advisors and the Administrator
agree that the retention of such counsel is required as a result of a conflict
of interest. The Administrator shall not settle any action, suit, claim or
demand which indemnity may be sought hereunder without the prior written
approval of Advisors, which approval shall not be unreasonably withheld.
In addition to the liability of the Administrator under this Section
8, the Administrator shall also be liable to Advisors for all reasonable
out-of-pocket costs and expenses incurred by Advisors in connection with any
claim by Advisors against the Administrator arising from the obligations of the
Administrator hereunder, including, without limitation, all reasonable
attorneys' fees and expenses incurred by Advisors in asserting any such claim,
and out-of-pocket expenses incurred by Advisors in connection with any lawsuits
or proceedings relating to such claim, provided that Advisors has recovered from
the Administrator for such claim.
The indemnification provisions contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law
or in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to Advisors and the Fund or its shareholders or shareholder
accounts and will not disclose the same to any person except at the request or
with the written consent of Advisors or the Fund. The Administrator further
agrees that it shall use such records and information solely for the purposes
authorized in this Agreement.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
Without derogating any of the Administrator's responsibilities under
this Agreement, Advisors assumes full responsibility for complying with all
securities, tax, commodities and other laws,
8
rules and regulations applicable to the Fund. In performing all services under
this Agreement, the Administrator shall act in conformity with the Fund's
Declaration of Trust and any amendments thereto, Board authorizations and
determinations and the fundamental policies of the Fund as reflected in the
Fund's registration statement.
In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Administrator agrees that all records which it maintains for the Fund
shall at all times remain the property of the Fund, shall be readily accessible
during normal business hours, and shall be promptly surrendered upon the
termination of the Agreement or otherwise on written request. The Administrator
further agrees that all records which it maintains for the Fund pursuant to Rule
31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule
31a-2 under the 1940 Act unless any such records are earlier surrendered as
provided above. Records shall be surrendered in usable machine-readable form or
such other formats as reasonably requested by Advisors or the Fund.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to Advisors are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others; provided however that the Administrator shall equitably allocate its
resources in supplying services to Advisors and others. The Administrator shall
be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by Advisors from time to time, have no authority
to act or represent Advisors or the Fund in any way or otherwise be deemed an
agent of either Advisors or of the Fund.
12. INSPECTION AND AUDITS
The Administrator shall permit Advisors or the Fund, during the term
of this Agreement, upon reasonable prior notice, to conduct periodic inspections
of any properties, documents, books, reports workpapers and other records of the
Fund or Advisors in the possession of the Administrator relating to any service,
product or work provided to Advisors or the Fund by the Administrator in
connection with this Agreement.
The Administrator agrees to provide reasonable notice to Advisors or
the Fund of any meeting between the Administrator and the Fund's independent
accountants and to allow representatives of Advisors or the Fund to attend any
such meeting.
The Administrator agrees to furnish to Advisors or the Fund annual
reports under SAS 70 prepared by an independent auditing firm.
13. NOTIFICATION OF CONTACTS BY REGULATORS
The Administrator shall promptly notify Advisors or the Fund of any
and all legal notices received by or served on the Administrator with respect to
the Fund. The Administrator shall promptly notify Advisors or the Fund of all
other contacts received by the Administrator from any regulatory department or
agency or other governmental authority purporting to regulate Advisors or the
Fund and not the Administrator, regarding the Administrator's duties and
activities under this Agreement. The
9
Administrator will cooperate with Advisors and the Fund in responding to these
contacts, with Advisors responsible for the costs and expenses thereof.
14. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective as of the date first written
above. The Agreement shall remain in effect for a period of five (5) years from
the effective date provided, however, that: (i) either party may terminate this
Agreement without prejudice to any other remedy it may have, upon the material
breach of this Agreement provided, however, that the non-breaching party shall
have given the breaching party written notice of such breach and that the
breaching party cannot or shall not have cured to the reasonable satisfaction of
the non-breaching party any such breach within thirty (30) days of such notice;
and (ii) the Administrator shall have the right to terminate this Agreement upon
the termination by Advisors or the Fund of the Custodian Contract between the
Administrator, Advisors and the Fund dated July 16, 1997 within the first five
years of effectiveness of the Custodian Contract. Termination shall become
effective in 120 days after the end of the 30 day cure period in the case of (i)
above and concurrently with effective termination of the Custodian Contract in
the case of (ii) above. This Agreement shall automatically continue in effect
after such five year period unless terminated by Advisors on ninety (90) days'
prior written notice to the Administrator, or by the Administrator on one
hundred eighty (180) days' prior written notice to Advisors, with such
termination to be effective at the time specified in the written notice.
Termination of this Agreement with respect to any given Investment Fund shall in
no way affect the continued validity of this Agreement with respect to any other
Investment Fund. Administrator shall, at Advisors expense, transfer all records
maintained by the Administrator under this Agreement and shall cooperate in the
transfer of its duties and responsibilities under this Agreement. This Agreement
may be modified or amended from time to time by mutual written agreement of the
parties hereto.
15. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to
Advisors: Teachers Advisors, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Vice President, Secretary and Chief
Counsel, Investments, fax: (▇▇▇) ▇▇▇-▇▇▇▇; if to the Administrator: State Street
Bank and Trust Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attn: Mutual Funds Legal Division, fax: (▇▇▇) ▇▇▇-▇▇▇▇.
16. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party.
17. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
Advisors and the Administrator and their respective permitted assigns.
10
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
19. 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 term of this Agreement. Any waiver must be in writing signed by
the waiving party.
20. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
21. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York.
22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, 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, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
TEACHERS ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Executive Vice President
----------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Title: Executive Vice President
----------------------------
12
ADMINISTRATION AGREEMENT
TIAA-CREF Mutual Funds
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Investment Fund Authorized Shares
International Equity Fund unlimited number of shares
Growth Equity Fund authorized for all Investment
Growth & Income Fund Funds
Managed Allocation Fund
Bond Plus Fund
Money Market Fund
13
ADMINISTRATION AGREEMENT
TIAA-CREF Mutual Funds
SCHEDULE B
Notice Filings, Renewals and
Amendments of Fund Shares with
State Securities Administrators
("Blue Sky Services")
The Administrator will prepare required documentation, including Notice
Filings, Renewals and Amendments in accordance with the securities laws of each
jurisdiction in which Fund shares are to be offered or sold pursuant to
instructions given to the Administrator by Advisors. Advisors' initial
instructions are included in Schedule C to this Agreement.
Advisors shall be responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Fund shares to be offered in each such jurisdiction. The Administrator shall
provide Advisors with reports as frequently as requested by Advisors, indicating
the number of Fund shares offered in each jurisdiction and the number of Fund
shares sold in each jurisdiction. The Administrator shall provide Advisors with
immediate telephone notification, followed up with written notification, upon
the sale of 65% (or such other amount as may be mutually agreed upon) of Fund
shares offered for sale in a particular jurisdiction. In the event that the
Administrator becomes aware of (a) the sale of Fund shares in a jurisdiction in
which no Notice Filing has been made; (b) the sale of Fund shares in excess of
the number of Fund shares offered for sale in such jurisdiction; or (c) any
failure to comply with a jurisdiction's filing, reporting or other requirements,
the Administrator shall immediately report such information to Advisors, and it
shall be Advisors' responsibility to determine appropriate corrective action and
instruct the Administrator with respect thereto.
The Blue Sky Services to be provided by the Administrator shall consist of
the following:
1. Filing of the Fund's initial Notice Filings, as directed by
Advisors;
2. Filing of the Fund's Renewals and Amendment Filings, as required;
3. Filing of amendments to the Fund's registration statement;
4. Filing Fund sales reports, where required;
5. Payment, at Advisors' expense, of the filing fees;
6. Filing the Fund's Prospectuses and Statements of Additional
Information and any amendments or supplements thereto, where
required;
7. Filing the Fund's annual reports and proxy statements where
required; and
14
8. The performance of such additional services as the Administrator and
Advisors may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky
Services by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall be
made by Advisors or the Fund or its legal counsel. However, at Advisors'
request, the Administrator shall make available to Advisors all of its
collective advice and resources in seeking such exemptions. In connection with
the services described herein, Advisors, on behalf of the Fund, shall issue in
favor of the Administrator a power of attorney to submit Notice Filings,
Renewals and Amendments on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
15
ADMINISTRATION AGREEMENT
TIAA-CREF Mutual Funds
SCHEDULE C
Blue Sky Service - State Filings
16
Schedule C
TIAA-CREF
BLUE SKY REGISTRATION AMOUNTS
Alabama (Blue Chip) Registration Amount
------- -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
Alaska Registration Amount
------ -------------------
International Equity Fund 100,000
-------------------
Growth Equity Fund 100,000
-------------------
Growth & Income Fund 200,000
-------------------
Managed Allocation Fund 100,000
-------------------
Bond Plus Fund 200,000
-------------------
Money Market Fund 200,000
-------------------
--------------------------------------------------------------------------------
Arkansas Registration Amount
-------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Arizona Registration Amount
------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
California Registration Amount
---------- -------------------
TIAA-CREF Indefinite
16-1
COLORADO (Blue Chip) Registration Amount
-------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Connecticut Registration Amount
----------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Delaware Registration Amount
-------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Florida Registration Amount
------- -------------------
TIAA-CREF Exempt
-------------------
--------------------------------------------------------------------------------
Georgia Registration Amount
------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Hawaii (Blue Chip) Registration Amount
------ -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
16-2
Idaho Registration Amount
----- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Illinois Registration Amount
-------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Indiana Registration Amount
------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Iowa Registration Amount
---- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Kansas (Blue Chip) Registration Amount
------ -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
Kentucky Registration Amount
-------- -------------------
TIAA-CREF Indefinite
16-3
Louisiana Registration Amount
--------- -------------------
TIAA-CREF Indefinite
-------------------
--------------------------------------------------------------------------------
Maine Registration Amount
----- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Maryland Registration Amount
-------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Massachusetts Registration Amount
------------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Michigan (Blue Chip) Registration Amount
-------- -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
16-4
Minnesota Registration Amount
--------- -------------------
TIAA-CREF $5,000,000
-------------------
--------------------------------------------------------------------------------
Mississippi Registration Amount
----------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Missouri Registration Amount
-------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Montana Registration Amount
------- -------------------
International Equity Fund 500,000
-------------------
Growth Equity Fund 500,000
-------------------
Growth & Income Fund 500,000
-------------------
Managed Allocation Fund 500,000
-------------------
Bond Plus Fund 500,000
-------------------
Money Market Fund 500,000
-------------------
--------------------------------------------------------------------------------
Nebraska Registration Amount
-------- -------------------
International Equity Fund 500,000
-------------------
Growth Equity Fund 500,000
-------------------
Growth & Income Fund 1,000,000
-------------------
Managed Allocation Fund 500,000
-------------------
Bond Plus Fund 1,000,000
-------------------
Money Market Fund 1,000,000
-------------------
16-5
Nevada (Blue Chip) Registration Amount
------ -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
New Hampshire Registration Amount
------------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
New Jersey (Blue Chip) Registration Amount
---------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
New Mexico (Blue Chip) Registration Amount
---------- -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
New York Registration Amount
-------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
16-6
North Carolina Registration Amount
-------------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
North Dakota Registration Amount
------------ -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Ohio
----
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Oklahoma Registration Amount
-------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Oregon (Blue Chip) Registration Amount
------ -------------------
TIAA-CREF Blue Chip
--------------------------------------------------------------------------------
Pennsylvania Registration Amount
------------ -------------------
TIAA-CREF 99,000,000
--------------------------------------------------------------------------------
Puerto Rico Registration Amount
----------- -------------------
International Equity Fund 500,000
-------------------
Growth Equity Fund 500,000
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund 500,000
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
16-7
Rhode Island (Blue Chip) Registration Amount
-------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
South Carolina Registration Amount
-------------------
International Equity Fund $900,000,000
-------------------
Growth Equity Fund $900,000,000
-------------------
Growth & Income Fund $900,000,000
-------------------
Managed Allocation Fund $900,000,000
-------------------
Bond Plus Fund $900,000,000
-------------------
Money Market Fund $900,000,000
-------------------
--------------------------------------------------------------------------------
South Dakota (Blue Chip) Registration Amount
------------ -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
Tennessee Registration Amount
--------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
16-8
Texas Registration Amount
----- -------------------
International Equity Fund 1,500,000
-------------------
Growth Equity Fund 1,500,000
-------------------
Growth & Income Fund 4,000,000
-------------------
Managed Allocation Fund 1,500,000
-------------------
Bond Plus Fund 4,000,000
-------------------
Money Market Fund 4,000,000
-------------------
--------------------------------------------------------------------------------
Utah (Blue Chip) Registration Amount
---- -------------------
TIAA-CREF Indefinite or
Blue Chip
--------------------------------------------------------------------------------
Vermont Registration Amount
------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Virginia Registration Amount
-------- -------------------
TIAA-CREF Indefinite
--------------------------------------------------------------------------------
Washington Registration Amount
---------- -------------------
International Equity Fund 2,000,000
-------------------
Growth Equity Fund 2,000,000
-------------------
Growth & Income Fund 5,000,000
-------------------
Managed Allocation Fund 2,000,000
-------------------
Bond Plus Fund 5,000,000
-------------------
Money Market Fund 5,000,000
-------------------
--------------------------------------------------------------------------------
16-9
West Virginia Registration Amount
-------------- -------------------
International Equity Fund Blue Chip
-------------------
Growth Equity Fund Blue Chip
-------------------
Growth & Income Fund Blue Chip
-------------------
Managed Allocation Fund Blue Chip
-------------------
Bond Plus Fund Blue Chip
-------------------
Money Market Fund Blue Chip
-------------------
--------------------------------------------------------------------------------
Wisconsin Registration Amount
--------- -------------------
International Equity Fund Indefinite
-------------------
Growth Equity Fund Indefinite
-------------------
Growth & Income Fund Indefinite
-------------------
Managed Allocation Fund Indefinite
-------------------
Bond Plus Fund Indefinite
-------------------
Money Market Fund Indefinite
-------------------
--------------------------------------------------------------------------------
Wyoming Registration Amount
------- -------------------
TIAA-CREF Exemption
Approved: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 7/16/97
--------------------------------
16-10
SCHEDULE D
TIAA-CREF
Listing of Reports Prepared by
State Street Fund Administration Department
Report Name Frequency
----------- ---------
Reports on Compliance with SEC and IRS
Restrictions in accordance with the Fund Profile Monthly or more frequently,
if requested and agreed
to by the parties.
Annual and Semi-Annual Financial Statements Bi-Annually
Form N-SAR Bi-Annually
24f-2 Filing Report Annually
Form 1099 Misc. Annually
Form 1096 Annually
Form 1042 and 1042S Annually
Form 1902-AP Annually
Form 1902-b Annually
Form 8613 Annually
Form 2758 As needed
Form 1120 RIC Annually
Form 7004 As needed
Sec. 852(b)(3)(C) Notification As needed
17
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of , 199_ that TEACHERS ADVISORS, INC.
("Advisors') with principal offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (on behalf of TIAA-CREF Mutual Funds, "Fund") makes, constitutes, and
appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with
principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful
attorney-in-fact for it to do as if it were itself acting, the following:
1. REGISTRATION OF FUND SHARES. The power to register shares of the Fund in
each jurisdiction in which Fund shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Fund notices, applications, including without limitation,
applications to register shares, consents, including consents to service
of process, reports, including without limitation, all periodic reports,
claims for exemption, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Administrator in connection
with the registration of Fund shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior
Blue Sky Administrator at the Administrator shall have authority to act on
behalf of Advisors with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of Advisors or the Fund.
IN WITNESS WHEREOF, Advisors has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
TEACHERS ADVISORS, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
18
