DOMESTIC CUSTODY AGREEMENT BETWEEN TIAA-CREF Life Insurance Company On Behalf Of TIAA-CREF Life Separate Account VLI-2 AND JPMORGAN CHASE BANK, N.A. WORLDWIDE SECURITIES SERVICES jpmorgan.com

DOMESTIC CUSTODY AGREEMENT

BETWEEN

TIAA-CREF Life Insurance Company On Behalf Of TIAA-CREF Life Separate Account VLI-2

AND

JPMORGAN CHASE BANK, N.A.

WORLDWIDE SECURITIES SERVICES

▇▇▇▇▇▇▇▇.▇▇▇

Exhibit(b)(1)

Table of contents


Domestic Custody Agreement		1

1.	Intention of the Parties; Definitions	1

	1.1 Intention of the Parties	1

	1.2 Definitions; Interpretation	1

2.	What ▇.▇. ▇▇▇▇▇▇ is Required to Do	4

	2.1 Set Up Accounts	4

	2.2 Cash Account	4

	2.3 Segregation of Assets; Nominee Name	5

	2.4 Settlement of Transactions	5

	2.5 Contractual Settlement Date Accounting	6

	2.6 Actual Settlement Date Accounting	6

	2.7 Income Collection (AutoCredit^®)	7

	2.8 Miscellaneous Administrative Duties	7

	2.9 Corporate Actions	8

	2.10 Class Action Litigation	8

	2.11 Proxies	8

	2.12 Statements of Account	9

	2.13 Access to ▇.▇. ▇▇▇▇▇▇’▇ Records; Reports	10

	2.14 Tax Relief Services	10

	2.15 Notification	10

	2.16 Sealed Envelopes	10

3.	Instructions	11

	3.1 Acting on Instructions; Method of Instruction and Unclear Instructions	11

	3.2 Verification and Security Procedures	11

	3.3 Instructions Contrary to Law/Market Practice	11

	3.4 Cut-Off Times	12

	3.5 Electronic Access	12

4.	Fees, Expenses and Other Amounts Owing to ▇.▇. ▇▇▇▇▇▇	12

	4.1 Fees and Expenses	12

	4.2 Overdrafts	12

	4.3 ▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities	13

5.	Securities Depositories	13

	5.1 Use of Securities Depositories	13

6.	Additional Provisions	14

	6.1 Representations of the Customer and ▇.▇. ▇▇▇▇▇▇	14

	6.2 The Customer is Liable to ▇.▇. ▇▇▇▇▇▇ Even if it is Acting for Another Person	15


Domestic Custody Agreement - Insurance – NY – October 2012


7.	When ▇.▇. ▇▇▇▇▇▇ is Liable to the Customer	15

	7.1 Standard of Care; Liability	15

	7.2 Force Majeure	16

	7.3 ▇.▇. ▇▇▇▇▇▇ May Consult With Counsel	16

	7.4 ▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result	17

	7.5 Assets Held Outside ▇.▇. ▇▇▇▇▇▇’▇ Control	17

	7.6 Ancillary Services	17

	7.7 Service Locations	17

8.	Taxation	18

	8.1 Tax Obligations	18

	8.2 Tax Relief Services With Respect to American Depository Receipts	18

9.	Termination	19

	9.1 Term and Termination	19

	9.2 Exit Procedure	19

10.	Miscellaneous	20

	10.1 Notices	20

	10.2 Successors and Assigns	20

	10.3 Entire Agreement	20

	10.4 Insurance	20

	10.5 Security Holding Disclosure	21

	10.6 USA PATRIOT Act Disclosure	21

	10.7 Governing Law and Jurisdiction	21

	10.8 Severability; Waiver; and Survival	22

	10.9 Confidentiality	22

	10.10 Counterparts	22

	10.11 No Third Party Beneficiaries	22

	Annex A Electronic Access	24
Do not delete this paragraph ▇▇▇▇


Domestic Custody Agreement - Insurance – NY – October 2012

Domestic Custody Agreement

This Agreement, dated October , 2012, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“▇.▇. ▇▇▇▇▇▇”), with a place of business at One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; and TIAA-CREF Life Insurance Company on behalf of TIAA-CREF Life Separate Account VLI-2(the “Customer”) with a place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

1.	Intention of the Parties; Definitions

1.1

Intention of the Parties

(a)

This Agreement sets out the terms on which ▇.▇. ▇▇▇▇▇▇ will provide custodial, settlement and other associated services to the Customer. ▇.▇. ▇▇▇▇▇▇ will be responsible for the performance of only those duties expressly set forth in this Agreement.

(b)

The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ is not providing any legal, tax or investment advice in connection with the services under this Agreement.

(c)

It is the intention of the parties that the services offered by ▇.▇. ▇▇▇▇▇▇ under this Agreement with respect to the custody of Securities and related settlement services will be limited to Securities that are issued in the United States (“U.S.”) by an issuer that is organized under the laws of the U.S. or any state thereof, or that are both traded in the U.S. and eligible for deposit in a U.S. Securities Depository.

(d)

It is the intention of the parties that assets held by TIAA-CREF Life Insurance Company for the investment accounts of TIAA-CREF Life Separate Account VLI-2 (“the Separate Account”) in connection with providing values and benefits for M Intelligent VUL – a flexible premium variable universal life policy (the “Policy”) issued by TIAA-CREF Life Insurance Company and TIAA-CREF Life Separate Account VLI-2 shall be held in custody on an omnibus basis by ▇.▇. ▇▇▇▇▇▇ pursuant to terms of this Agreement.

(e)

The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.

1.2

Definitions; Interpretation

(a)

As used herein, the following terms have the meaning hereinafter stated.

“Account” has the meaning set forth in Section 2.1 of this Agreement.

“Affiliate” means an entity controlling, controlled by, or under common control with, ▇.▇. ▇▇▇▇▇▇ or the Customer, as the case may be.

“Applicable Law” means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

“Authorized Person” means any person who has been designated by written notice from the Customer in the form as provided by ▇.▇. ▇▇▇▇▇▇ (or by written notice in the


Domestic Custody Agreement - Insurance – NY – October 2012

form as provided by ▇.▇. ▇▇▇▇▇▇ from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as ▇.▇. ▇▇▇▇▇▇ receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Confidential Information” means and includes all non-public information concerning the Customer or the Accounts which ▇.▇. ▇▇▇▇▇▇ receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than ▇.▇. ▇▇▇▇▇▇’▇ breach of the terms of this Agreement or information which ▇.▇. ▇▇▇▇▇▇ obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Financial Asset, but does not include rights with respect to class action litigation or proxy voting.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

“Financial Asset” means a Security and refers, as the context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate or a Securities Entitlement. “Financial Asset” does not include cash.

“Instruction” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which ▇.▇. ▇▇▇▇▇▇ believes in good faith to have been given by an Authorized Person.

“▇.▇. ▇▇▇▇▇▇ Indemnitees” means ▇.▇. ▇▇▇▇▇▇, its Affiliates, its nominees, directors, officers, employees and agents.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on ▇.▇. ▇▇▇▇▇▇’▇ income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements and, where relevant, any and all amounts owing to ▇.▇. ▇▇▇▇▇▇ by the Customer’s counterparty in connection with collateral/control accounts established at ▇.▇. ▇▇▇▇▇▇ pursuant to the Customer’s Instruction) outstanding from time to time.

“Sealed Envelope” means a sealed envelope which the Customer requests ▇.▇. ▇▇▇▇▇▇ to hold in custody. Nothing in this definition shall obligate ▇.▇. ▇▇▇▇▇▇ to accept any such Sealed Envelope.


Domestic Custody Agreement - Insurance – NY – October 2012

“Securities” means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets and any other property as may be acceptable to ▇.▇. ▇▇▇▇▇▇ for the Securities Account.

“Securities Account” means each Securities custody account on ▇.▇. ▇▇▇▇▇▇’▇ records to which Financial Assets are or may be credited under this Agreement.

“Securities Depository” means any securities depository, dematerialized book entry system or similar system for the central handling of Securities, whether or not acting in that capacity.

“Security Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Security Intermediary” means ▇.▇. ▇▇▇▇▇▇, a Securities Depository and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Security Procedure” means a security procedure to be followed by the Customer upon the issuance of an Instruction and/or by ▇.▇. ▇▇▇▇▇▇ upon the receipt of an Instruction, so as to enable ▇.▇. ▇▇▇▇▇▇ to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by ▇.▇. ▇▇▇▇▇▇ from time to time upon notice to the Customer. The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures shall be deemed to be an authorized Instruction.

(b)

Headings are for reference and convenience only and are not intended to affect interpretation.

(c)

References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

(d)

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.


Domestic Custody Agreement - Insurance – NY – October 2012

2.	What ▇.▇. ▇▇▇▇▇▇ is Required to Do

2.1

Set Up Accounts

(a)

▇.▇. ▇▇▇▇▇▇ will establish and maintain the following accounts (“Accounts”):

(i)

one or more Securities Accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to ▇.▇. ▇▇▇▇▇▇) for Financial Assets, which may be held by ▇.▇. ▇▇▇▇▇▇, a subcustodian or a Securities Depository for ▇.▇. ▇▇▇▇▇▇ on behalf of the Customer, including as an Entitlement Holder; and

(ii)

one or more accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to ▇.▇. ▇▇▇▇▇▇) (“Cash Account”) for any and all cash received by or on behalf of ▇.▇. ▇▇▇▇▇▇ for the account of the Customer.

(b)

At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement.

(c)

Financial Assets credited to the Securities Accounts shall be withdrawable or transferable upon the Customer’s Instructions subject to the further terms and conditions of this Agreement.

(d)

In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between ▇.▇. ▇▇▇▇▇▇ and the Counterparty in addition to the terms of this Agreement.

(e)

▇.▇. ▇▇▇▇▇▇’▇ obligation to open Accounts pursuant to Section 2.1(a) is conditional upon ▇.▇. ▇▇▇▇▇▇ receiving such of the following documents as ▇.▇. ▇▇▇▇▇▇ may require:

(i)

a certified copy of the Customer’s constitutional documents as currently in force;

(ii)

evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 4);

(iii)

▇.▇. ▇▇▇▇▇▇’▇ standard form fund manager mandate completed by fund manager designated by the Customer; and

(iv)

in the case of any Account opened in a name not that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) - (iii).

2.2

Cash Account

(a)

Any amount standing to the credit of the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at ▇.▇. ▇▇▇▇▇▇ and will constitute a debt owing to the Customer by ▇.▇. ▇▇▇▇▇▇ as a banker.


Domestic Custody Agreement - Insurance – NY – October 2012

(b)

Any amounts credited by ▇.▇. ▇▇▇▇▇▇ to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if ▇.▇. ▇▇▇▇▇▇ does not receive final payment in a timely manner. ▇.▇. ▇▇▇▇▇▇ will notify the Customer promptly of any such reversal.

2.3

Segregation of Assets; Nominee Name

(a)

Financial Assets credited to the Securities Account shall be segregated at all times from, and shall not become a part of, ▇.▇. ▇▇▇▇▇▇’▇ own assets. ▇.▇. ▇▇▇▇▇▇ will identify in its books that Financial Assets credited to the Customer’s Securities Account belong to the Customer (except as otherwise may be agreed by ▇.▇. ▇▇▇▇▇▇ and the Customer). Securities in certificated form held in ▇.▇. ▇▇▇▇▇▇’▇ vault for the Customer’s account shall be held separate from the certificated Securities of other customers of ▇.▇. ▇▇▇▇▇▇.

(b)

▇.▇. ▇▇▇▇▇▇ is authorized, in its discretion:

(i)

to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to ▇.▇. ▇▇▇▇▇▇ in bearer form;

(ii)

to hold Financial Assets in or deposit Financial Assets with any Securities Depository;

(iii)

to hold Financial Assets in omnibus accounts with Securities Depositories and other Securities intermediaries on a fungible basis and to accept delivery of Financial Assets of the same class and denomination as those deposited with ▇.▇. ▇▇▇▇▇▇;

(iv)

to register in the name of the Customer, ▇.▇. ▇▇▇▇▇▇, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form;

(v)

to decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations.

2.4

Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, ▇.▇. ▇▇▇▇▇▇ will act in accordance with Instructions with respect to the settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes ▇.▇. ▇▇▇▇▇▇ to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of ▇.▇. ▇▇▇▇▇▇, and the risk of loss arising from any such action will be borne by the


Domestic Custody Agreement - Insurance – NY – October 2012

Customer. In the case of the failure of the Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, ▇.▇. ▇▇▇▇▇▇ will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, ▇.▇. ▇▇▇▇▇▇ will provide information reasonably requested by the Customer that ▇.▇. ▇▇▇▇▇▇ has in its possession to allow the Customer to enforce rights that the Customer has against the Customer’s counterparty, but ▇.▇. ▇▇▇▇▇▇ will not be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.5

Contractual Settlement Date Accounting

(a)

▇.▇. ▇▇▇▇▇▇ will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which ▇.▇. ▇▇▇▇▇▇ customarily offers contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(i)

Sales: On the settlement date for a sale, ▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with the proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an account at ▇.▇. ▇▇▇▇▇▇ pending settlement of the transaction.

(ii)

Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), ▇.▇. ▇▇▇▇▇▇ will debit the Cash Account for the settlement amount and credit a separate account at ▇.▇. ▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇▇ will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until ▇.▇. ▇▇▇▇▇▇ actually receives them.

Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from such list upon reasonable notice to the Customer.

(b)

▇.▇. ▇▇▇▇▇▇ may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, upon notice to the Customer, in cases where ▇.▇. ▇▇▇▇▇▇ reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any costs or Liabilities resulting from such reversal. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and ▇.▇. ▇▇▇▇▇▇ does not undertake to make loans and/or Financial Assets available to the Customer.

2.6

Actual Settlement Date Accounting

With respect to any settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, ▇.▇. ▇▇▇▇▇▇ will post such transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by ▇.▇. ▇▇▇▇▇▇.


Domestic Custody Agreement - Insurance – NY – October 2012

2.7

Income Collection (AutoCredit^®)

(a)

▇.▇. ▇▇▇▇▇▇ will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets, and will promptly notify the Customer of such information.

(b)

▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by ▇.▇. ▇▇▇▇▇▇ or any third party (“AutoCredit”) for those Financial Assets and/or markets as to which ▇.▇. ▇▇▇▇▇▇ customarily offers an AutoCredit service. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a list of AutoCredit eligible markets. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from the list of AutoCredit markets upon notice to the Customer that is reasonable in the circumstances. ▇.▇. ▇▇▇▇▇▇ may reverse AutoCredit credits upon oral or written notification to the Customer if ▇.▇. ▇▇▇▇▇▇ believes that the corresponding payment will not be received by ▇.▇. ▇▇▇▇▇▇ within a reasonable period or the credit was incorrect.

(c)

When the AutoCredit service is not available, income on Financial Assets, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party, will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

(d)

▇.▇. ▇▇▇▇▇▇ will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment, but ▇.▇. ▇▇▇▇▇▇ will not be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.8

Miscellaneous Administrative Duties

(a)

Until ▇.▇. ▇▇▇▇▇▇ receives Instructions to the contrary, ▇.▇. ▇▇▇▇▇▇ will:

(i)

present all Financial Assets for which ▇.▇. ▇▇▇▇▇▇ has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

(ii)

execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets; and

(iii)

exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.

(b)

In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, ▇.▇. ▇▇▇▇▇▇ will credit the Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to ▇.▇. ▇▇▇▇▇▇ its interest in such fractional interests.


Domestic Custody Agreement - Insurance – NY – October 2012

(c)

If some, but not all, of an outstanding class of Financial Assets is called for redemption, ▇.▇. ▇▇▇▇▇▇ may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner ▇.▇. ▇▇▇▇▇▇ deems fair and equitable.

(d)

▇.▇. ▇▇▇▇▇▇ reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings and other such similar actions.

2.9

Corporate Actions

(a)

▇.▇. ▇▇▇▇▇▇ will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. ▇.▇. ▇▇▇▇▇▇ also will review information obtained from sources to which ▇.▇. ▇▇▇▇▇▇ subscribes for information concerning such Corporate Actions. ▇.▇. ▇▇▇▇▇▇ will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person.

(b)

▇.▇. ▇▇▇▇▇▇ will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with timely Instructions with respect to any Corporate Action, neither ▇.▇. ▇▇▇▇▇▇ nor its nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by ▇.▇. ▇▇▇▇▇▇ and the Customer or as may be set forth by ▇.▇. ▇▇▇▇▇▇ as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action.

2.10

Class Action Litigation

Any notices received by ▇.▇. ▇▇▇▇▇▇’▇ corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if ▇.▇. ▇▇▇▇▇▇, using reasonable care in the circumstances, identifies that the Customer was a shareholder and held the relevant Financial Asset in custody with ▇.▇. ▇▇▇▇▇▇ at the relevant time. ▇.▇. ▇▇▇▇▇▇ will not make filings in the name of the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and ▇.▇. ▇▇▇▇▇▇. The services set forth in this Section 2.10 are available only in certain markets, details of which are available from ▇.▇. ▇▇▇▇▇▇ on request.

2.11

Proxies

(a)

▇.▇. ▇▇▇▇▇▇ will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).

(b)

The Proxy Voting Service is available only in certain markets, details of which are available from ▇.▇. ▇▇▇▇▇▇ on request. Provision of the Proxy Voting Service is conditional upon receipt by ▇.▇. ▇▇▇▇▇▇ of a duly completed enrolment form as well as additional documentation that may be required for certain markets.


Domestic Custody Agreement - Insurance – NY – October 2012

(c)

The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by ▇.▇. ▇▇▇▇▇▇ on a case by case basis.

(d)

The Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

(i)

the Financial Assets being on loan or out for registration;

(ii)

the pendency of conversion or another Corporate Action;

(iii)

the Financial Assets being held in a margin or collateral account at ▇.▇. ▇▇▇▇▇▇ or another bank or broker, or otherwise in a manner which affects voting;

(iv)

local market regulations or practices, or restrictions by the issuer; and

(v)

▇.▇. ▇▇▇▇▇▇ being required to vote all shares held for a particular issue for all of ▇.▇. ▇▇▇▇▇▇’▇ customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, ▇.▇. ▇▇▇▇▇▇ will notify the Customer.

2.12

Statements of Account

(a)

▇.▇. ▇▇▇▇▇▇ will provide the Customer with electronic access to Account information (the “Information”) that will enable the Customer to generate or receive reports and statements of account for each Account, identifying cash and Financial Assets held in the Account as well as Account transactions. The Customer will review the Information and give ▇.▇. ▇▇▇▇▇▇ written notice of (i) any suspected error or omission or (ii) the Customer’s inability to access any such Information. The Customer will provide ▇.▇. ▇▇▇▇▇▇ such notice within 60 days after (x) the Information is made available to the Customer or (y) the Customer discovers that it is unable to access the Information, as the case may be.

(b)

▇.▇. ▇▇▇▇▇▇ shall at all times maintain records that shall identify the Customer as the Entitlement Holder of the Financial Assets in the Customer Securities Account. Any such Financial Assets held indirectly by ▇.▇. ▇▇▇▇▇▇, with a Securities Depository or with another Securities Intermediary shall be separately identified on ▇.▇. ▇▇▇▇▇▇’▇ records as being held for the Customer’s account. ▇.▇. ▇▇▇▇▇▇’▇ records shall identify which Financial Assets are held by ▇.▇. ▇▇▇▇▇▇ and Securities Depositories and other Securities Intermediaries and the names of such Securities Depositories and other Securities Intermediaries holding such Financial Assets. ▇.▇. ▇▇▇▇▇▇ agrees to use reasonable efforts to maintain records sufficient to enable the Customer to determine and verify information concerning the Financial Assets held for the Customer’s account. ▇.▇. ▇▇▇▇▇▇ agrees to furnish, upon the Customer’s request or the request of the insurance department of any state in which the Customer is licensed to do business, a verification certificate (which may be in affidavit form) in sufficient detail to permit adequate identification of the Financial Assets belonging to the Customer as Entitlement Holder and held by ▇.▇. ▇▇▇▇▇▇ under the terms of this Agreement. Such certificate shall be signed by a responsible ▇.▇. ▇▇▇▇▇▇ official and furnished to the requestor, with a copy to the Customer if the requestor is an insurance department.


Domestic Custody Agreement - Insurance – NY – October 2012

(c)

The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.

2.13

Access to ▇.▇. ▇▇▇▇▇▇’▇ Records; Reports

(a)

▇.▇. ▇▇▇▇▇▇ will allow the Customer’s auditors and independent public accountants such reasonable access to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts as may be required in connection with their examination of books and records pertaining to the Customer’s affairs.

(b)

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts. ▇.▇. ▇▇▇▇▇▇ may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for the reasonable cost of copying, collating and researching archived information.

(c)

▇.▇. ▇▇▇▇▇▇’▇ records relating to the Accounts shall be available for inspection on ▇.▇. ▇▇▇▇▇▇’▇ premises upon reasonable notice to ▇.▇. ▇▇▇▇▇▇ during regular business hours by regulatory officials, but only upon ▇.▇. ▇▇▇▇▇▇’▇ receipt of Instruction from an Authorized Person.

(d)

Upon the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will send to the Customer all reports ▇.▇. ▇▇▇▇▇▇ receives from Securities Depositories concerning their systems of internal accounting control. Upon the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will send the annual report (SSAE 16 Report) prepared by ▇.▇. ▇▇▇▇▇▇’▇ external auditors on ▇.▇. ▇▇▇▇▇▇’▇ system of internal accounting control of Financial Assets.

2.14

Tax Relief Services

▇.▇. ▇▇▇▇▇▇ will provide tax relief services as provided in Section 8.2.

2.15

Notification

If the Customer has agreed to access information concerning the Accounts through ▇.▇. ▇▇▇▇▇▇’▇ website, ▇.▇. ▇▇▇▇▇▇ may make any notifications required under this Agreement by posting it on the website.

2.16

Sealed Envelopes

From time to time, at the Customer’s request, ▇.▇. ▇▇▇▇▇▇ may agree to hold certain Sealed Envelopes in custody for the Customer. Notwithstanding anything in this Agreement to the contrary, ▇.▇. ▇▇▇▇▇▇’▇ sole responsibility with regards to Sealed Envelopes will be to hold them in ▇.▇. ▇▇▇▇▇▇’▇ or in a subcustodian’s possession. ▇.▇. ▇▇▇▇▇▇ shall not be responsible for verifying the content of any Sealed Envelope purported to contain assets or assessing the value, validity or transferability of any such assets (including the existence or value of any investments contained in any Sealed Envelope). With respect to Sealed Envelopes, neither J.P.


Domestic Custody Agreement - Insurance – NY – October 2012

▇▇▇▇▇▇ nor its subcustodians will be obligated to perform any service or action described in this Agreement, including, but not limited to, asset servicing, tax services, corporate actions, income or dividend collection, settlement services or class action litigation.

3.	Instructions

3.1

Acting on Instructions; Method of Instruction and Unclear Instructions

(a)

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction.

(b)

To the extent possible, instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via electronic instruction or trade information system acceptable to ▇.▇. ▇▇▇▇▇▇ or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending Instructions.

(c)

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it.

3.2

Verification and Security Procedures

(a)

▇.▇. ▇▇▇▇▇▇ and the Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b)

Either party may record any of their telephone communications.

3.3

Instructions Contrary to Law/Market Practice

▇.▇. ▇▇▇▇▇▇ need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, and ▇.▇. ▇▇▇▇▇▇ shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event ▇.▇. ▇▇▇▇▇▇ does not act upon such Instructions, ▇.▇. ▇▇▇▇▇▇ will notify the Customer where reasonably practicable.


Domestic Custody Agreement - Insurance – NY – October 2012

3.4

Cut-Off Times

▇.▇. ▇▇▇▇▇▇ has established cut-off times for receipt of Instructions, which will be made available to the Customer. If ▇.▇. ▇▇▇▇▇▇ receives an Instruction after its established cut-off time, ▇.▇. ▇▇▇▇▇▇ will attempt to act upon the Instruction on the day requested if ▇.▇. ▇▇▇▇▇▇ deems it practicable to do so or otherwise as soon as practicable after that day.

3.5

Electronic Access

Access by the Customer to certain applications or products of ▇.▇. ▇▇▇▇▇▇ via ▇.▇. ▇▇▇▇▇▇’▇ web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Annex A.

4.	Fees, Expenses and Other Amounts Owing to ▇.▇. ▇▇▇▇▇▇

4.1

Fees and Expenses

The Customer will pay ▇.▇. ▇▇▇▇▇▇ for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with ▇.▇. ▇▇▇▇▇▇’▇ reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers or their agents. Invoices will be payable withinsixty (60) days of the date of the invoice. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. ▇.▇. ▇▇▇▇▇▇ may deduct amounts invoiced from the Cash Account except to the extent that the Customer has objected to the invoice within sixty (60) days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts.

4.2

Overdrafts

If a debit to the Cash Account results in a debit balance, then ▇.▇. ▇▇▇▇▇▇ may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If ▇.▇. ▇▇▇▇▇▇ elects to make such an advance, the advance will be deemed a loan to the Customer, payable on demand, bearing interest at the applicable rate charged by ▇.▇. ▇▇▇▇▇▇ from time to time for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which ▇.▇. ▇▇▇▇▇▇ makes similar overdrafts available from time to time. No prior action or course of dealing on ▇.▇. ▇▇▇▇▇▇’▇ part with respect to the settlement of transactions on the Customer’s behalf will be asserted by the Customer


Domestic Custody Agreement - Insurance – NY – October 2012

against ▇.▇. ▇▇▇▇▇▇ for ▇.▇. ▇▇▇▇▇▇’▇ refusal to make advances to the Cash Account or to settle any transaction for which the Customer does not have sufficient available funds in the Account. The Customer shall be deemed to be in default with respect to any such advance upon the occurrence of any event of the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time.

4.3

▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, to the extent ▇.▇. ▇▇▇▇▇▇ has advanced funds on the Customer’s behalf in connection with the settlement of purchases and sales of Financial Assets for the Securities Account, ▇.▇. ▇▇▇▇▇▇ shall have a first priority, perfected and continuing security interest in the Financial Assets which are the subject of such purchase or sale, until ▇.▇. ▇▇▇▇▇▇ has been repaid the amount of such advance by the Customer and ▇.▇. ▇▇▇▇▇▇’▇ security interest in such Financial Assets shall be released upon the Customer’s repayment of such advance to ▇.▇. ▇▇▇▇▇▇.

5.	Securities Depositories

5.1

Use of Securities Depositories

(a)

▇.▇. ▇▇▇▇▇▇ may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that ▇.▇. ▇▇▇▇▇▇ may require to hold the Financial Assets in such Securities Depository.

(b)

▇.▇. ▇▇▇▇▇▇ is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but ▇.▇. ▇▇▇▇▇▇ will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.

(c)

Although ▇.▇. ▇▇▇▇▇▇ does not use subcustodians to hold U.S. Securities or to gain entry to a U.S. Securities Depository, in the event ▇.▇. ▇▇▇▇▇▇ needed to appoint a subcustodian for the purposes of providing custody services under this Agreement for U.S. Securities, ▇.▇. ▇▇▇▇▇▇ would enter into an agreement with the subcustodian under terms substantially the same as this Agreement, including a provision that the subcustodian has the same liability to ▇.▇. ▇▇▇▇▇▇ for the loss of Financial Assets that ▇.▇. ▇▇▇▇▇▇ has under Section 7.1(b) hereof.


Domestic Custody Agreement - Insurance – NY – October 2012

6.	Additional Provisions

6.1

Representations of the Customer and ▇.▇. ▇▇▇▇▇▇

(a)

The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets, Sealed Envelopes and cash in the Accounts, to use ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Agreement, to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds) and ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by Section 4.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency; (v) the Financial Assets, Sealed Envelopes and cash deposited in the Accounts (other than those assets held in Accounts established pursuant to certain account control agreements (“Control Account Assets”) among the Customer, ▇.▇. ▇▇▇▇▇▇ and secured party named therein) are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets, Sealed Envelopes or cash(other than Control Account Assets); (vi) no delivery of Securities by the Customer to ▇.▇. ▇▇▇▇▇▇ and no Instruction by the Customer with respect to such Securities will contravene Applicable Law; and (vii) none of the Financial Assets, Sealed Envelopes and cash to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ may rely upon the certification of such other facts as may be required to administer ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement and the Customer shall indemnify ▇.▇. ▇▇▇▇▇▇ against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(b)

▇.▇. ▇▇▇▇▇▇ represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable against ▇.▇. ▇▇▇▇▇▇ in accordance with its terms; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; and (iii) it has not relied on any oral or written representation made by the Customer or any person on its behalf other than those relating to know your customer and anti-money laundering compliance and acknowledges that this Agreement sets out to the fullest extent the duties of the Customer.


Domestic Custody Agreement - Insurance – NY – October 2012

6.2

The Customer is Liable to ▇.▇. ▇▇▇▇▇▇ Even if it is Acting for Another Person

If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash or Financial Asset, ▇.▇. ▇▇▇▇▇▇ nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to ▇.▇. ▇▇▇▇▇▇ as a principal in respect of any transactions relating to the Account. The foregoing will not affect any rights ▇.▇. ▇▇▇▇▇▇ might have against the Customer’s principal or the other person envisaged by Section 2.1(a).

7.	When ▇.▇. ▇▇▇▇▇▇ is Liable to the Customer

7.1

Standard of Care; Liability

(a)

▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement. ▇.▇. ▇▇▇▇▇▇ will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

(b)

▇.▇. ▇▇▇▇▇▇ shall be obligated to indemnify the Customer for any loss of Financial Assets received for, and credited to the Securities Account resulting from (i) the negligence or dishonesty of ▇.▇. ▇▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇▇’▇ officers, employees or agents retained by ▇.▇. ▇▇▇▇▇▇ to hold such Financial Assets or (ii) burglary, robbery, hold-up, theft or mysterious disappearance, including loss by damage or destruction. In the event of a loss of Financial Assets in the Securities Account for which ▇.▇. ▇▇▇▇▇▇ is required to indemnify the Customer pursuant to the immediately preceding sentence, at ▇.▇. ▇▇▇▇▇▇’▇ option, ▇.▇. ▇▇▇▇▇▇ shall promptly replace such Financial Assets (by, among other means, posting appropriate security or bond with the issuer(s) of such Financial Assets and obtaining their reissue) or the value thereof (determined based upon the market value of the Financial Assets which are the subject of such loss as of the date of the discovery of such loss) and the value of any loss of rights or privileges resulting from the loss of such Financial Assets. The foregoing indemnity shall be ▇.▇. ▇▇▇▇▇▇’▇ exclusive liability to the Customer for ▇.▇. ▇▇▇▇▇▇’▇ loss of Financial Assets from the Securities Account.

(c)

In all other respects, ▇.▇. ▇▇▇▇▇▇ will be liable for the Customer’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ fraud, negligence, dishonesty or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian.

(d)

the Customer will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇


Domestic Custody Agreement - Insurance – NY – October 2012

performance under this Agreement, provided ▇.▇. ▇▇▇▇▇▇ Indemnitees have not acted with negligence or engaged in fraud or dishonesty or willful misconduct in connection with the Liabilities in question or (ii) any ▇.▇. ▇▇▇▇▇▇ Indemnitees’ status as a holder of record of the Customer’s Financial Assets.

(e)

Without limiting Subsections 7.1(a), (b), (c), or (d), the Customer agrees that ▇.▇. ▇▇▇▇▇▇ provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which ▇.▇. ▇▇▇▇▇▇ is instructed to deliver Financial Assets or cash. ▇.▇. ▇▇▇▇▇▇ is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by ▇.▇. ▇▇▇▇▇▇ in physical form that appears to be genuine and valid.

7.2

Force Majeure

▇.▇. ▇▇▇▇▇▇ will maintain and update from time to time business continuation and disaster recovery procedures with respect to its custody business that it determines from time to time meet reasonable commercial standards. ▇.▇. ▇▇▇▇▇▇ will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of ▇.▇. ▇▇▇▇▇▇ or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to ▇.▇. ▇▇▇▇▇▇’▇ negligence in maintaining the equipment or software), currency re-denominations, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of ▇.▇. ▇▇▇▇▇▇ (including, without limitation, the non-availability of appropriate foreign exchange).

7.3

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

▇.▇. ▇▇▇▇▇▇ will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action taken or omitted pursuant to such advice.


Domestic Custody Agreement - Insurance – NY – October 2012

7.4

▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result

The Customer hereby authorizes ▇.▇. ▇▇▇▇▇▇ to act under this Agreement notwithstanding that: (a) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that ▇.▇. ▇▇▇▇▇▇ may have a potential conflict of duty or interest, including the fact that ▇.▇. ▇▇▇▇▇▇ or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. ▇.▇. ▇▇▇▇▇▇ is not under any duty to disclose any such information.

7.5

Assets Held Outside ▇.▇. ▇▇▇▇▇▇’▇ Control

▇.▇. ▇▇▇▇▇▇ will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by ▇.▇. ▇▇▇▇▇▇ or (b) register or record Financial Assets in the name of any person not agreed to by ▇.▇. ▇▇▇▇▇▇. Furthermore, ▇.▇. ▇▇▇▇▇▇ will not be obliged to register or record on ▇.▇. ▇▇▇▇▇▇’▇ records Financial Assets held outside of ▇.▇. ▇▇▇▇▇▇’▇ control. If, however, the Customer makes any such request and ▇.▇. ▇▇▇▇▇▇ agrees to the request, the consequences of doing so will be at the Customer’s own risk. ▇.▇. ▇▇▇▇▇▇ shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and processing).

7.6

Ancillary Services

▇.▇. ▇▇▇▇▇▇ may use third party delivery services and providers of information regarding non-core custody services matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

7.7

Service Locations

▇.▇. ▇▇▇▇▇▇ maintains various operational/service centers and locations through the United States and foreign jurisdictions. The services provided under this Agreement will be provided from one or more such locations. ▇.▇. ▇▇▇▇▇▇ may change the operational/service centers and locations as it deems necessary or appropriate for its business concerns.


Domestic Custody Agreement - Insurance – NY – October 2012

8.	Taxation

8.1

Tax Obligations

(a)

The Customer will pay or reimburse ▇.▇. ▇▇▇▇▇▇, and confirms that ▇.▇. ▇▇▇▇▇▇ is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customer’s Accounts.

(b)

The Customer will provide to ▇.▇. ▇▇▇▇▇▇ such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify ▇.▇. ▇▇▇▇▇▇ immediately if any information requires updating or correcting. ▇.▇. ▇▇▇▇▇▇ provides no service of controlling or monitoring, and therefore has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from:

(i) the inaccurate completion of documents by the Customer or any third party;

(ii) the provision to ▇.▇. ▇▇▇▇▇▇ or a third party of inaccurate or misleading information by the Customer or any third party;

(iii) the withholding of material information by the Customer or any third party; or

(iv) any delay by any revenue authority or any other cause beyond ▇.▇. ▇▇▇▇▇▇’▇ control.

(c)

If ▇.▇. ▇▇▇▇▇▇ does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, U.S. non-resident alien tax and/or backup withholding tax).

(d)

The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that ▇.▇. ▇▇▇▇▇▇ will be responsible for any penalty or additions to tax due solely as a result of ▇.▇. ▇▇▇▇▇▇’▇ negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

8.2

Tax Relief Services With Respect to American Depository Receipts

(a)

Subject to the provisions of this Section, ▇.▇. ▇▇▇▇▇▇ will provide (i) a “relief at source” service to obtain a reduction of withholding tax withheld as may be available in the applicable market in respect of income payments on Financial Assets comprised of American Depository Receipts (“ADRs”) credited to the Securities Account that ▇.▇. ▇▇▇▇▇▇ believes may be available to Customer. To defray expenses pertaining to nominal tax claims, ▇.▇. ▇▇▇▇▇▇ may from time to time set minimum thresholds as to a de minimis value of tax relief claims which it will pursue in respect of income payments under this Section.

(b)

The provision of a tax relief service on ADRs by ▇.▇. ▇▇▇▇▇▇ is conditional upon ▇.▇. ▇▇▇▇▇▇ receiving from the Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are


Domestic Custody Agreement - Insurance – NY – October 2012

available from ▇.▇. ▇▇▇▇▇▇), prior to the receipt of Financial Assets comprised of ADRs in the Securities Account and/or the payment of income. If Financial Assets comprised of ADRs credited to the Securities Account are beneficially owned by someone other than the Customer, this information will need to be provided to ▇.▇. ▇▇▇▇▇▇ with respect to the beneficial owner. The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ will be unable to perform tax relief services unless it receives this information prior to the receipt of ADRs in the Securities Account and/or the payment of income.

9.	Termination

9.1

Termination

(a)

The initial term of this Agreement shall be for a period of three years following the date on which ▇.▇. ▇▇▇▇▇▇ commenced providing services under the Agreement. Following the initial term, the Customer may terminate this Agreement on ninety ty (90) days’ written notice to ▇.▇. ▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on one hundred and eighty (180) days’ written notice to the Customer.

(b)

Notwithstanding Section 9.1(a):

(i)

Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within thirty (30) days of that party being given written notice of the material breach;

(ii)

Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management, being subject to an involuntary order for the transfer of all or part of its business by a statutory authority, having any of its issued shares suspended from trading on any exchange on which they are listed (if applicable) or being the subject of a similar measure; and

(iii)

▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on sixty (60) days’ written notice to the Customer in the event that ▇.▇. ▇▇▇▇▇▇ reasonably determines that the Customer has ceased to satisfy ▇.▇. ▇▇▇▇▇▇’▇ customary credit requirements; and

9.2

Exit Procedure

The Customer will provide ▇.▇. ▇▇▇▇▇▇ full details of the persons to whom ▇.▇. ▇▇▇▇▇▇ must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, ▇.▇. ▇▇▇▇▇▇ shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to a successor custodian, but ▇.▇. ▇▇▇▇▇▇ may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that ▇.▇. ▇▇▇▇▇▇ is


Domestic Custody Agreement - Insurance – NY – October 2012

unwilling to assume any related credit risk. ▇.▇. ▇▇▇▇▇▇ will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, ▇.▇. ▇▇▇▇▇▇ will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it . The Customer will reimburse ▇.▇. ▇▇▇▇▇▇ promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10.

Miscellaneous

10.1

Notices

Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail nationally recognized delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing.

10.2

Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns. The parties agree that neither party can assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except either party may assign this Agreement without the other’s consent to (a) any Affiliate or subsidiary or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of the party’s business, provided that in the event either party terminates the Agreement without the non-terminating party’s consent, then the non-terminating party may terminate the Agreement immediately

10.3

Entire Agreement

This Agreement, including Annex A, and any Riders (and any separate agreement which ▇.▇. ▇▇▇▇▇▇ and the Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement, or representation relating to custody, whether oral or written. Amendments must be in writing and, except where this Agreement provides for amendments by notice from ▇.▇. ▇▇▇▇▇▇, signed by both parties.

10.4

Insurance

The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ will not be required to maintain any insurance coverage specifically for the benefit of the Customer, except that ▇.▇. ▇▇▇▇▇▇ will maintain insurance protection which covers ▇.▇. ▇▇▇▇▇▇’▇ duties and responsibilities generally as a custodian of Financial Assets and ▇.▇. ▇▇▇▇▇▇ will maintain such coverage to the extent required by ▇.▇. ▇▇▇▇▇▇’▇ banking regulators. ▇.▇. ▇▇▇▇▇▇ will provide summary information regarding its own general insurance coverage to the Customer upon written request.


Domestic Custody Agreement - Insurance – NY – October 2012

10.5

Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under the U.S. Shareholder Communications Act regarding disclosure of beneficial owners to issuers of Securities, ▇.▇. ▇▇▇▇▇▇ is instructed not to disclose the name, address or Security positions of the Customer in response to shareholder communications requests regarding the Account.

10.6

USA PATRIOT Act Disclosure

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires ▇.▇. ▇▇▇▇▇▇ to implement reasonable procedures to verify the identity of any person that opens a new Account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and ▇.▇. ▇▇▇▇▇▇’▇ identity verification procedures require ▇.▇. ▇▇▇▇▇▇ to obtain information which may be used to confirm the Customer’s identity including without limitation the Customer’s name, address and organizational documents (“identifying information”). The Customer may also be asked to provide information about its financial status, such as its current audited and unaudited financial statements. The Customer agrees to provide ▇.▇. ▇▇▇▇▇▇ with and consents to ▇.▇. ▇▇▇▇▇▇ obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by ▇.▇. ▇▇▇▇▇▇.

10.7

Governing Law and Jurisdiction

This Agreement will be construed, regulated and administered under the laws of the U.S. or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The U.S. District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have the proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.


Domestic Custody Agreement - Insurance – NY – October 2012

10.8

Severability; Waiver; and Survival

(a)

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(b)

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

(c)

The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

10.9

Confidentiality

(a)

Subject to Section 10.9(b), ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ business, or with the consent of the Customer.

(b)

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information to:

(i)

any subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that ▇.▇. ▇▇▇▇▇▇ believes it is reasonably required to in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement;

(ii)

its professional advisors, auditors or public accountants;

(iii)

its Affiliates and branches; and

(iv)

any revenue authority or any governmental entity in relation to the processing of any tax claim.

(c)

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions, including, without limitation, any commercial terms, of this Agreement in confidence.

10.10

Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.11

No Third Party Beneficiaries

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.


Domestic Custody Agreement - Insurance – NY – October 2012


		JPMORGAN CHASE BANK, N.A.

By:TIAA-CREF Life Insurance Company on behalf of TIAA-CREF Life Separate Account VLI-2 Name: Title: Date:		By: Name: Title: Date:

Name:

Title:

Date:


Domestic Custody Agreement - Insurance – NY – October 2012

Annex A

Electronic Access

1. ▇.▇. ▇▇▇▇▇▇ may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). ▇.▇. ▇▇▇▇▇▇ may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. ▇.▇. ▇▇▇▇▇▇ shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if ▇.▇. ▇▇▇▇▇▇ determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Customer to ▇.▇. ▇▇▇▇▇▇ and subject to any applicable software license addendum in relation to ▇.▇. ▇▇▇▇▇▇-owned or sublicensed software provided for a particular application and Applicable Law, ▇.▇. ▇▇▇▇▇▇ grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex.

3. The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with ▇.▇. ▇▇▇▇▇▇’▇ software. Each of the Customer and ▇.▇. ▇▇▇▇▇▇ shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where ▇.▇. ▇▇▇▇▇▇’▇ web site is unexpectedly down or otherwise unavailable, ▇.▇. ▇▇▇▇▇▇ shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct ▇.▇. ▇▇▇▇▇▇ or obtain reports from ▇.▇. ▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇▇ shall not be liable for any Liabilities arising out of the Customer’s use of, access to or inability to use the Products via ▇.▇. ▇▇▇▇▇▇’▇ web site in the absence of ▇.▇. ▇▇▇▇▇▇’▇ ▇▇▇▇▇ ]negligence or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy with respect to monitoring, tracking, and recording use, unless local law, regulation, or contract provides otherwise. ▇.▇. ▇▇▇▇▇▇ shall own all right, title and interest in the data it obtained reflecting the Customer usage of the Products or the Customer usage of ▇.▇. ▇▇▇▇▇▇’▇ web site (including, but not limited to, general usage data and aggregated transaction data). ▇.▇. ▇▇▇▇▇▇ may use and sublicense data obtained by it regarding the Customer’s use of the Products or the Customer’s use of ▇.▇. ▇▇▇▇▇▇’▇ website, as long as ▇.▇. ▇▇▇▇▇▇ does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site.


Domestic Custody Agreement - Insurance – NY – October 2012

6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

7. The Customer shall promptly and accurately designate in writing to ▇.▇. ▇▇▇▇▇▇ the geographic location of its users upon written request. The Customer further represents and warrants to ▇.▇. ▇▇▇▇▇▇ that the Customer shall not access the service from any jurisdiction which ▇.▇. ▇▇▇▇▇▇ informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable ▇.▇. ▇▇▇▇▇▇ to process the data set out therein for the purposes of providing the Products.

8. The parties will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (15 ▇.▇.▇. §▇▇▇▇, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection ▇▇▇ ▇▇▇▇ and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.


Domestic Custody Agreement - Insurance – NY – October 2012

DOMESTIC CUSTODY AGREEMENT BETWEEN TIAA-CREF Life Insurance Company On Behalf Of TIAA-CREF Life Separate Account VLI-2 AND JPMORGAN CHASE BANK, N.A. WORLDWIDE SECURITIES SERVICES jpmorgan.com

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