AMENDED AND RESTATED
INVESTMENT MANAGEMENT SERVICES AGREEMENT
This Agreement, originally made on January 2, 2008, and amended
and restated as of May 1, 2016, is by and between the COLLEGE
RETIREMENT EQUITIES FUND ("CREF"), a New York nonprofit membership
corporation, and TIAA-CREF INVESTMENT MANAGEMENT, LLC ("Management"),
a Delaware limited liability company.
WITNESSETH:
WHEREAS, CREF is a nonprofit corporation which issues variable
annuity certificates (the "Certificates") designed for use under
retirement and tax-deferred annuity plans adopted by nonproprietary
and nonprofit education or research institutions that are tax exempt
or which are publicly supported; and
WHEREAS, CREF is registered as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), and
currently consists of eight investment portfolios (the "Accounts"),
and may consist of additional investment portfolios in the future,
as set forth on Schedule A hereto, as amended from time to time; and
WHEREAS, Management is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed as follows:
1. Investment Management Services
Management shall .furnish investment research and advice to CREF
and shall manage the investment and reinvestment of the assets of the
Accounts currently offered by CREF, the assets of Accounts added to
CREF in the future, if any, and participate in all matters incidental
thereto, all subject to the supervision, direction and control of the
Board of Trustees of CREF ("Trustees"). Hereinafter, the term "Trustees"
shall be deemed to refer to the Trustees or any committees established
by the Trustees and designated thereby for the purpose or activities
described herein. Pursuant to this Agreement, Management is authorized
to act on behalf of CREF and enter into arrangements in connection with
the management of the assets of the Accounts.
2. Limitations on Investment Management Services
Management shall perform the services under this Agreement subject to
the supervision and review of the Trustees and in a manner consistent
with the following: (a) the objectives, policies, and restrictions of
each Account as stated in CREF's then-current Registration Statement;
(b) the provisions of the 1940 Act; (c) state insurance and securities
laws, as applicable; and (d) the provisions of the Charter, Constitution,
and By-Laws of CREF.
3. Duties of investment Manager
In carrying out its obligations to manage the investment and reinvestment
of the assets of CREF, Management shall, as appropriate and consistent
with the limitations set forth in Paragraph 2 hereof:
(a) provide research, make recommendations, place orders for the
purchase, and sale of securities;
(b) take such steps as are necessary to implement any overall investment
strategies approved by the Trustees for each Account, including making and
carrying out day-to-day decisions to acquire or dispose of permissible
investments, managing investments and any other property of the Account
and providing or obtaining such services as may be necessary in managing,
acquiring or disposing of investments;
(c) arrange for other portfolio transactions, including without
limitation the lending of portfolio securities;
(d) provide, or arrange for the provision of, portfolio accounting,
custodial, and related services for the Accounts; and
(e) provide, or arrange for the provision of, such other services as
may be agreed upon by CREF and Management.
4. Use of Sub-Advisers
Subject to the requirements of the 1940 Act and the direction and approval
of the Trustees, Management may retain one or more investment sub-advisers
with respect to any or all of the Accounts.
5. Reports to Trustees
Management shall regularly report to the Trustees with respect to the
performance of the Accounts, the implementation of any approved overall
investment strategy and any other activities in connection with management
of the assets of each Account.
6. Records
Management agrees to maintain all records required to be maintained by CREF
under the 1940 Act or other applicable law, and to preserve all such records
for the period prescribed by the 1940 Act. Management further agrees that
all such records shall be the property of CREF and shall be made available
promptly to CREF's accountants or auditors during regular business hours at
Management's offices upon prior written notice. In the event of termination
of this Agreement for any reason, all such records shall be returned promptly
to CREF, free from any claim or retention of rights by Management. In addition,
Management will provide any materials, reasonably related to the investment
management services provided hereunder, as may be reasonably requested in
writing by CREF or as may be required by any governmental agency having
jurisdiction.
7. Expenses
Management shall he responsible for all expenses in connection with furnishing
investment management services to CREF, including, but not limited to,
investment advisory, portfolio accounting, custodial, and related services.
CREF shall not bear the expense of any service for which the expense is deemed
unreasonable by the Board, following consultation with Management. Upon request
by the Board or a committee of the Board, Management shall furnish such
information as may reasonably he necessary, as determined by the Board, for
the Board to evaluate the reasonableness of the allocation of expenses to CREF.
8. Reimbursement
For the services to be rendered and the expenses assumed by Management as
provided herein, CREF shall reimburse Management for the cost of such services
and the amount of such expenses that are properly allocable to CREF through
daily payments (as described below) based on an annual rate agreed upon from
time to time between CREF and Management reflecting estimates of the cost
of such services and expenses with the objective of keeping the payments as
close as possible to actual expenses. As soon as is practicable after the end
of each quarter (usually within 30 days), the amount necessary to correct any
differences between the payments and the expenses actually incurred will be
determined. This amount will be paid by or credited to Management, as the case
may be, in equal daily installments over the remaining days in the quarter,
provided that material differences may be repaid in the current calendar
quarter, in accordance with generally accepted accounting principles. In
connection with an annual review process, Management will represent that all
expenses charged or allocated to CREF under this Agreement are properly
allocable to CREF under this Agreement and applicable laws based on a fair
and reasonable allocation methodology developed by TIAA and described to the
Board.
For the services rendered and expenses incurred by Management as provided
herein, the amount currently payable from the net assets of each Account
each Valuation Day for each Calendar Day of the Valuation Period ending on
that Valuation Day will be the amount determined by the Trustees for each
annual period, as set forth in Schedule B hereto. Such Schedule B shall he
updated to reflect such determinations by the Trustees.
For purposes of this Agreement, "Valuation Day," "Calendar Day," and
"Valuation Period" shall each be defined as specified in CREF's current
Registration Statement.
9. Portfolio Transactions and Brokerage
Management is responsible for decisions to buy and sell securities for the
Accounts as well as for selecting brokers and dealers and, where applicable,
negotiating the amount of the commission rate paid. Management shall place
brokerage orders with the objective of obtaining the best price, execution
and available data. When purchasing or selling securities traded on the
over-the-counter market, Management generally shall execute the transaction
with a broker or dealer engaged in making a market for such securities.
When Management deems the purchase or sale of a security to be in the best
interest of more than one Account, it may, consistent with its fiduciary
obligations, aggregate the securities to be sold or purchased. In that event,
allocation of the securities purchased or sold, as well as the expenses
incurred in the transactions, will be made by Management in an equitable
manner.
In negotiating commissions, consideration shall be given by Management
to the use and value of research and statistical data and to the quality
of execution provided. The valuation of such data may be judged with
reference to a particular order or, alternatively, may be judged in terms
of its value to the overall management of the Accounts.
Management shall place orders with brokers providing useful research and
statistical data services if reasonable commissions can be negotiated for
the total services furnished even though lower commissions may be available
from brokers not providing such services. Management shall establish
guidelines for the placing of orders with brokers providing such services.
Research or services obtained by one Account may be used by Management
in managing other Accounts. In such circumstances, the expenses incurred
will be allocated by Management in an equitable manner consistent with
its fiduciary obligations to the other Accounts.
10. Activities of Management
Management and any affiliates of Management may engage in any other
business or act as investment manager of or investment adviser to any
other person, even though Management, any affiliate of Management, or
any such other person has or may have investment policies similar to
those for the Accounts, so long as Management's services under this
Agreement are not impaired. It is understood that trustees, officers,
agents and members of CREF are or may become interested in Management,
as trustees, officers, agents, members, or otherwise, and that trustees,
officers, agents, and members of Management are or may become similarly
interested in CREF; and that the existence of any such dual interest
shall not affect the validity hereof or any transaction hereunder
except as otherwise provided in the Charter, Constitution, or By-Laws
of CREF and Management, respectively, or by specific provisions of
applicable law.
It is agreed that Management or its affiliates may use any investment
research obtained for the benefit of CREF in providing investment
advice to any other investment management clients or investment
advisory accounts or for use in managing its own accounts. Conversely,
such supplemental information obtained by the placement of business
for Management or entities managed or advised by Management may be
considered by and may be useful to Management in carrying out its
obligations to CREF.
Nothing herein contained shall prevent Management or any affiliate of
Management from buying or selling, or from recommending or directing
any other person to buy or sell, at any time, securities of the same
kind or class recommended by Management to be purchased or sold for
CREF. When Management deems the purchase or sale of a security to be
in the best interests of CREF as well as other clients or accounts,
it may, to the extent permitted by applicable laws and regulations,
but will not be obligated to, aggregate the securities to be sold or
purchased for CREF with those to be sold or purchased for other clients
or accounts in order to obtain favorable execution and low brokerage
commissions. In that event, allocation of the securities purchased
or sold, as well as the expenses incurred in the transaction, will
be made by Management in the manner it considers to be most equitable
and consistent with its fiduciary obligations to CREF and to such
other clients and accounts. CREF recognizes that in some cases this
procedure may adversely affect the size of the position obtainable
for it.
11. Limitation of Liability
Management shall not be liable for any error of judgment or mistake
of law, or for any loss suffered by CREF in connection with the
matters to which this Agreement relates, except loss resulting from
willful misfeasance, bad faith or gross negligence on the part of
Management in the performance of its obligations and duties or by
reason of its reckless disregard of its obligations and duties under
this Agreement.
CREF shall not be liable for any error of judgment or mistake of law,
or for any loss suffered by Management in connection with the matters
to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of CREF in the
performance of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
12. Effective Date and Term
This Agreement supersedes and replaces the Investment Management
Services Agreement dated December 17, 1991, as that Agreement was
amended from time to time. This Agreement became effective when it
was first approved by the Trustees, including a majority of Trustees
who are not parties to this Agreement or "interested persons" (as that
term is defined in the 0000 Xxx) of any such party to this Agreement,
and first came into full force and effect as of January 2, 2008.
As to each Account, the Agreement shall continue in effect indefinitely,
unless otherwise terminated pursuant to the provisions below.
As to each Account, this Agreement may be terminated:
(a) by the Trustees, without the payment of any penalty, upon
60 days' written notice to Management;
(b) by the Trustees, without the payment of any penalty, if
the Agreement is assigned by Management without the written consent
of CREF;
(c) by Management, without the payment of any penalty, upon 60
days' written notice to the Trustees; and
(d) at any time, upon the mutual consent of the parties thereto.
This Agreement may be amended, changed, waived, or discharged as
mutually agreed upon in writing by the parties from time to time;
provided, however, that any amendment of this Agreement shall not
be effective until approved by a majority of the Trustees, including
a majority of Trustees who are not certain parties to this Agreement
or "interested persons" (as that term is defined in the Investment
Company Act of 1940) of any such party to this Agreement.
13. Nature of Agreement
It is intended by the parties to this Agreement that, because all
services to be performed by Management for CREF and its Accounts
pursuant hereto will be provided at cost, Management not be considered
an "investment adviser of an investment company" within the meaning of
Section 2(a)(20) of the 1940 Act (pursuant to subparagraph (B)(iii) of
that section) with respect to CREF and, accordingly, that this Agreement
not be considered an investment advisory contract subject to the
requirements of Section 15 of the 1940 Act.
14. Applicable Law
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York and, to the extent
applicable, the 1940 Act and the Advisers Act.
15. 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.
16. 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 CREF -
College Retirement Equities Fund
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Executive Officer
(b) If to Management -
TIAA-CREF Investment Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
or to such other address as CREF or Management shall designate by
written notice to the other.
17. Miscellaneous
The 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.
IN WITNESS WHEREOF, CREF and Management have caused this Agreement,
as amended, to be executed in their names and on their behalf and under
their trust and corporate seals by and through their duly authorized
officers as of May 1, 2016.
COLLEGE RETIREMENT EQUITIES FUND
Attest: /s/Xxxxxxxxx X. Xxxx
Title: Xxxxxxxxx X. Xxxx
Executive Administrative Assistant
By: /s/Xxxx Xxx Xxxxx
Title: Xxxx Xxx Xxxxx
EVP, TIAA and CREF Income Products
TIAA-CREF INVESTMENT MANAGEMENT, LLC
Attest: /s/Xxxxxx Xxxxxx
Title: Xxxxxx Xxxxxx
Administrative Assistant
By: /s/Xxxxxxx Xxxxxx
Title: Xxxxxxx Xxxxxx
SMD, President
Schedule A
CREF Accounts
Stock Account
Global Equities Account
Growth Account
Equity Index Account
Bond Market Account
Inflation Linked Bond Account
Social Choice Account
Money Market Account
Date: May 1, 2016
Schedule B
[Updated annually during annual expense review]
