EXHIBIT (g)
[JPMORGAN LOGO]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective July 1, 2002, and is between JPMORGAN CHASE
BANK ("Bank") and TIAA-CREF Life Funds (the "Customer"), for the benefit of the
accounts from time to time listed on Schedule 1 hereto (the "Funds", and each a
"Fund").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section 15(h)
hereof) shall establish and maintain the following accounts ("Accounts"):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name
of Customer for Financial Assets, which shall, except as modified by Section
15(d) hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and
all cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class and type in place of those deposited in the
Custody Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder. In
particular, Bank shall, upon receipt of Instructions from Customer on behalf of
each Fund establish and maintain a segregated account or accounts for and on
behalf of each such Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by Bank
pursuant to this Section.
It is hereby agreed that all Assets now or hereinafter held by Bank
hereunder are held for Customer and are to be maintained and disposed of by Bank
only for Customer in accordance with the terms and conditions set forth in this
Agreement.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
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(a) Financial Assets shall be held in the country or other jurisdiction
in which the principal trading market for such Financial Assets is located,
where such Financial Assets are to be presented for payment or where such
Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer. At the request of Customer, Bank may,
but need not, add to Schedule A an Eligible Foreign Custodian (as hereinafter
defined) where Bank has not acted as Foreign Custody Manager with respect to the
selection thereof. Bank shall notify Customer in the event that it elects to add
any such entity.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and principal
place of business of any Subcustodian of Customer's Assets and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
The term Subcustodian as used herein shall mean the following
(a) a "U.S. Bank", which shall mean a U.S. bank as defined in 1940
Act Rule 17f-5(a)(7); and
(b) an "Eligible Foreign Custodian", which, as defined in 1940 Act
Rule 17f-5(a)(1) and (5), shall mean (i) a banking institution or trust company,
incorporated or organized under the laws of a country other than the United
States, that is regulated by that country's government or an agency thereof, and
(ii) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank
holding company which subsidiary is incorporated or organized under the laws of
a country other than the United States. In addition, an Eligible Foreign
Custodian shall also mean any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
The term "securities depository" as used herein shall mean the
following when referring to a securities depository located:
(x) outside the U.S., an Eligible Securities Depository which, in
turn, shall have the same meaning as in 1940 Act Rule
17f-7(b)(i)-(vi) as the same may be amended from time to time, or
that has otherwise been made exempt by an SEC exemptive order, rule
or other appropriate SEC action, except that prior to the compliance
date with 1940 Act Rule 17f-7 for a particular securities depository
the term
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"securities depository" shall be as defined in (a)(1)(ii)-(iii) of
the 1997 amendment to 1940 Act Rule 17f-5; and
(y) in the U.S., shall mean a "securities depository" as defined in
ICA Rule 17f-4.
For purposes of provisions of this Agreement imposing liability on Bank,
the term Subcustodian shall not include any Eligible Foreign Custodian as to
which Bank has not acted as Foreign Custody Manager. For the purposes of
clarity, the term Subcustodian shall not include any securities depository.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to
Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging
to other customers of Bank in accounts identified on such Subcustodian's books
as custody accounts for the exclusive benefit of customers of Bank.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial Assets held
in a securities depository for the account of a Subcustodian shall be subject
only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding
Bank's customers' Assets shall provide that such assets shall not be subject to
any right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian or its creditors except a claim of payment for their safe custody
or administration, and that the beneficial ownership of such Assets shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Where Securities are deposited by a Subcustodian with
a securities depository, Bank shall cause the Subcustodian to identify on its
books as belonging to Bank, as agent, the Securities shown on the Subcustodian's
account on the books of such securities depository. The foregoing shall not
apply to the extent of any special agreement or arrangement made by Customer
with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit
Account upon receipt of Instructions which include all information required by
Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, Bank, in its discretion, may
advance Customer such excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by Bank on similar
loans.
(c) If Bank credits the Deposit Account on a payable date, or at any
time prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Assets shall be transferred, exchanged or delivered by Bank or its
Subcustodian upon receipt by Bank of Instructions which include all information
required by Bank. Settlement and payment for Financial
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Assets received for, and delivery of Financial Assets out of, the Custody
Account may be made in accordance with the customary or established securities
trading or securities processing practices and procedures relevant to
Institutional Investors (as hereinafter defined) in the jurisdiction or market
in which the transaction occurs, including, without limitation, delivery of
Financial Assets to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment. Except as provided in Section 6(b),
delivery of Financial Assets out of the Custody Account may also be made in any
manner specifically required by Instructions acceptable to Bank.
(b) Bank will only withdraw and deliver Financial Assets "free of
payment" as directed in written Instructions as set forth in Section 11(c)
hereunder, provided that under no circumstances are any Financial Assets to be
withdrawn and delivered by Bank to any individual.
(c) (i) Bank shall effect book entries on a "contractual settlement
date accounting" basis as described below with respect to the settlement of
trades in those markets where Bank generally offers contractual settlement date
accounting and shall notify Customer of these markets from time to time.
(x) Sales: On the settlement date for a sale, Bank shall
credit the Deposit Account with the sale proceeds of the
sale and transfer the relevant Financial Assets to an
account pending settlement of the trade if not already
delivered.
(y) Purchases: On the settlement date for the purchase (or
earlier, if market practice requires delivery of the
purchase price before the settlement date), Bank shall
debit the Deposit Account with the settlement monies and
credit a separate account. Bank then shall post the
Custody Account as awaiting receipt of the expected
Financial Assets. Customer shall not be entitled to the
delivery of Financial Assets that are awaiting receipt
until Bank or a Subcustodian actually receives them.
Bank reserves the right to restrict in good faith the availability of
contractual day settlement accounting for credit reasons.
(ii) Bank may (in its absolute discretion) upon oral or written
notification to Customer reverse any debit or credit made pursuant to this
Section prior to a transaction's actual settlement, and Customer shall be
responsible for any costs or liabilities resulting from such reversal. Customer
acknowledges that the procedures described in this sub-section are of an
administrative nature, and Bank does not undertake to make loans and/or
Financial Assets available to Customer.
(d) With respect to any sale or purchase transaction that is not posted
to the Account on the contractual settlement date as referred to in (c) above,
Bank shall post the transaction on the date on which the cash or Financial
Assets received as consideration for the transaction is actually received by
Bank.
(e) (i) Bank shall credit the Deposit Account with income and
redemption proceeds on Financial Assets in accordance with the times notified by
Bank from time to time on or after the anticipated payment date, net of any
taxes that are withheld by Bank or any third party. Where no time is specified
for a particular market, income and redemption proceeds from Financial Assets
shall be credited only after actual receipt and reconciliation. Bank may reverse
such credits upon oral or written notification to Customer that Bank believes
that the corresponding payment shall not be received by Bank within a reasonable
period or such credit was incorrect.
(ii) Bank shall make reasonable endeavors in its discretion to
contact appropriate parties to collect unpaid interest,
dividends or redemption proceeds, but neither Bank nor its
Subcustodians shall be obliged to file any formal notice of
default, institute legal proceedings, file proof of claim in
any insolvency proceeding, or take any similar action.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
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(a) Present for payment any Financial Assets which are called, redeemed
or retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation. In this connection, Bank will exercise
the standard of care provided hereunder and will monitor such publications and
other available information as would normally be monitored by professional
global custodians in the relevant markets.
(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of Financial
Assets.
(c) Exchange interim receipts or temporary Financial Assets for
definitive Financial Assets.
(d) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or any
Subcustodian, provided that such appointment is not the result of any
negligence, misfeasance, or misconduct on the part of Bank, its officers or
employees, its branches or its affiliates.
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any actual transfers
of Assets to or from the Accounts. Such statements, advices or notifications
shall indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within sixty (60) days of receipt, Customer shall be deemed to have approved
such statement. In such event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or reasonably
implied therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where Customer and all persons having or
claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder,
provided that such appointment is not the result of any negligence, misfeasance,
or misconduct on the part of Bank, its officers or employees, its branches, or
its affiliates; provided that such delay is not the result of any negligence,
misfeasance, or misconduct on the part of Bank, its officers or employees, its
branches or affiliates.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) Corporate Actions. Whenever Bank receives information concerning the
Financial Assets which requires discretionary or non-discretionary action by the
beneficial owner of the Financial Assets (other than a proxy), such as
subscription rights, bonus issues, stock repurchase plans and rights offerings,
or legal notices or other material intended to be transmitted to securities
holders ("Corporate Actions"), Bank shall give Customer notice of such Corporate
Actions to the extent that Bank's central corporate actions department has
actual knowledge of a Corporate Action in time to notify its customers. In this
connection, Bank shall exercise the standard of care provided hereunder and will
monitor such publications and information as would ordinarily be monitored by
professional global custodians in the relevant markets.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, Bank shall endeavor to obtain Instructions from
Customer or its Authorized Person (as defined in Section 10 hereof), but if
Instructions are not received in time for Bank to take timely action, or actual
notice of such Corporate Action was received too late to seek Instructions, Bank
is authorized to sell such rights entitlement or fractional interest and to
credit the Deposit
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Account with the proceeds or take any other action it deems, in good faith, to
be appropriate in which case it shall be held harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if elected
by Customer, in accordance with the terms agreed upon between Customer and Bank
from time to time. Proxy voting services may be provided by Bank or, in whole or
in part, by one or more third parties appointed by Bank (which may be Affiliates
of Bank).
(c) Domestic Corporate Actions and Proxies. Bank shall send to Customer
or the Authorized Person for a Custody Account, such proxies (signed in blank,
if issued in the name of Bank's nominee or the nominee of a central depository)
and communications with respect to Financial Assets in the Custody Account as
call for voting or relate to legal proceedings within a reasonable time after
sufficient copies are received by Bank for forwarding to its customers. In
addition, Bank shall follow coupon payments, redemptions, exchanges or similar
matters with respect to Financial Assets in the Custody Account and advise
Customer or the Authorized Person for such Account of rights issued, tender
offers or any other discretionary rights with respect to such Financial Assets,
in each case, of which Bank has received notice from the issuer of the Financial
Assets, or as to which notice is published in publications routinely utilized by
Bank for this purpose.
(d) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax credits
which apply in each applicable market in respect of income payments on
Financial Assets for Customer's benefit which Bank believes may be
available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional
upon Bank's receiving from Customer or, to the extent the Financial Assets
are beneficially owned by others, from each beneficial owner, A) a
declaration of the beneficial owner's identity and place of residence and
(B) certain other documentation (pro forma copies of which are available
from Bank). Customer acknowledges that, if Bank does not receive such
declarations, documentation and information, Bank shall be unable to
provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for
any taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result of
the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or any
other third party, or as a result of any delay of any revenue authority or
any other matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to
Customer from time to time and Bank may, by notification in writing, at
Bank's absolute discretion, supplement or amend the markets in which tax
reclaim services are offered. Other than as expressly provided in this
sub-clause, Bank shall have no responsibility with regard to Customer's
tax position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to Customer or the securities and/or cash held for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or
in part, by one or more third parties appointed by Bank (which may be
Bank's affiliates); provided that
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Bank shall be liable for the performance of any such third party to the
same extent as Bank would have been if Bank had performed such services.
(e) Tax Obligations.
(i) Customer confirms that Bank is authorized to deduct from any
cash received or credited to the Deposit Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Custody Account.
(ii) Customer shall provide to Bank such documentation and
information as Bank may require in connection with taxation, and warrants
that, when given, this information shall be true and correct in every
respect, not misleading in any way, and contain all material information.
Customer undertakes to notify Bank immediately if any such information
requires updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Customer
agrees to pay, indemnify and hold Bank harmless from and against any and
all liabilities, penalties, interest or additions to tax with respect to
or resulting from any delay in, or failure by, Bank (1) to pay, withhold
or report any U.S. federal, state or local taxes or foreign taxes imposed
on, or (2) to report interest, dividend or other income paid or credited
to the Deposit Account, whether such failure or delay by Bank to pay,
withhold or report tax or income is the result of (x) Customer's failure
to comply with the terms of this paragraph, or (y) Bank's own acts or
omissions; provided however, Customer shall not be liable to Bank for any
penalty or additions to tax due as a result of Bank's failure to pay,
withhold or report tax or to report interest, dividend or other income
paid or credited to the Deposit Account solely as a result of Bank's
negligent acts or omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial holders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents of
Teachers Advisors, Inc. or TIAA-CREF Investment Management, LLC or other
employees or agents including transfer agents and investment managers as have
been designated by written notice from Customer or its designated agent to act
on behalf of Customer hereunder. Such notice shall be signed by the Treasurer,
Associate Treasurer or any Assistant Treasurer, and by the Secretary or any
Assistant Secretary as certified under the corporate seal of Customer. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
(a) The term "Instructions" means instructions of any two Authorized Persons
received by Bank, via telephone (pursuant to procedures agreed to with Bank in
writing signed by the Treasurer of Customer) or via telex, facsimile
transmission, bank wire or other teleprocess or electronic instruction or trade
information
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system acceptable to Bank and Customer which Bank believes in good faith to have
been given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded. The term "Instructions" includes, without
limitation, instructions to sell, assign, transfer, deliver, purchase or receive
for the Custody Account, any and all stocks, bonds and other Financial Assets or
to transfer funds in the Deposit Account.
(b) Any Instructions delivered to Bank by telephone under the conditions
set forth in Section 11(a) above shall thereafter be confirmed in writing within
one Business Day by an Authorized Person (which confirmation may bear the
facsimile signature of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the telephone instructions received
or Bank's failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
(c) Where expressly provided in Section 6(b) and Section 11A herein or
in connection with the delivery of Assets "Free of Payment", written
instructions shall be acted upon only if received in writing manually signed by
any two of such Authorized Officers with the title Chairman, Vice Chairman,
President, Executive Vice President, or Treasurer, or by any one of those
officers together with any Authorized Officer with the title Senior Managing
Director or Senior Vice President.
(d) Deposit Account Payments and Custody Account Transactions made
pursuant to Section 5 and 6 of this Agreement shall include, but are not limited
to, the purposes listed below. Customer shall be solely responsible to assure
that Instructions are in accord with any limitations or restrictions applicable
to the Customer by law or as may be set forth in its prospectus.
(i) In connection with the purchase or sale of Financial
Assets at prices as confirmed by Instructions;
(ii) When Financial Assets are called, redeemed or retired,
or otherwise become payable;
(iii) In exchange for or upon conversion into other
securities alone or other securities and cash pursuant to any plan
or merger, consolidation, reorganization, recapitalization or
readjustment;
(iv) Upon conversion of Financial Assets pursuant to their
terms into other securities;
(v) Upon exercise of subscription, purchase or other
similar rights represented by Financial Assets;
(vi) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses;
(vii) In connection with any borrowings by the Customer
requiring a pledge of Financial Assets, but only against receipt of
amounts borrowed;
(viii) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions which shall
reflect any restrictions applicable to the Customer;
(ix) For the purposes of redeeming shares of the capital
stock of the Customer and the delivery to, or the crediting to the
account of, the Bank, its Subcustodian or the Customer's transfer
agent, such shares to be purchased or redeemed;
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(x) For the purpose of redeeming in kind shares of the
Customer against delivery to the Bank, its Subcustodian or the
Customer's transfer agent of such shares to be so redeemed;
(xi) For delivery in accordance with the provisions of any
agreement among the Customer, the Bank and a broker-dealer
registered under the Exchange Act and a member of NASD, relating to
compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by Customer;
(xii) For release of Financial Assets to designated brokers
under covered call options, provided, however, that such Financial
Assets shall be released only upon payment to the Bank of monies for
the premium due and a receipt for the Financial Assets which are to
be held in escrow. Upon exercise of the option, or at expiration,
the Bank will receive from brokers the Financial Assets previously
deposited. The Bank will act strictly in accordance with
Instructions in the delivery of Financial Assets to be held in
escrow and will have no responsibility or liability for any such
Financial Assets which are not returned promptly when due other than
to make proper request for such return;
(xiii) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Financial Assets
or related transactions;
(xiv) For other proper corporate purposes as may be specified
in Instructions; and
(xv) Upon the termination of this Agreement as set forth in
Section 14(k).
11A. PROVISIONS RELATING TO SECURITIES LENDING
(a) From time to time Customer shall designate in an Authorized
Instruction securities held by Bank in its Custody Account to be loaned to
specified borrowers ("Borrowers"). Such securities when delivered to a borrower
pursuant to authorized instructions shall be termed the "Loaned Securities".
This Section shall apply to and shall be controlling solely with respect to such
Loaned Securities and lending services relating thereto. Loaned Securities which
are returned by the Borrower to Bank shall upon receipt thereof constitute
Assets held by Bank to which the provisions of this Agreement shall be
applicable unless otherwise provided herein.
(b) From time to time Customer will provide Bank with Authorized
Instructions regarding the delivery or return of Loaned Securities. In this
connection, Bank is authorized and directed, all in accordance with such
instructions to promptly:
(i) Deliver the Loaned Securities to the Borrower for Customer,
against receipt by Bank of collateral in respect of such Loaned Securities
(the "Collateral"), in the form and amount specified in such instructions.
Bank shall promptly place the specified Collateral in a Deposit or Custody
Account and promptly notify Customer of such transaction.
(ii) Receive Loaned Securities being returned by Borrower in the
form and amount specified in the Authorized Instructions. Upon
satisfactory delivery of such Loaned Securities, Bank shall debit the
defined Collateral from Customer's Deposit Account in accordance with such
instructions and pay or redeliver the specified Collateral to Borrower and
promptly notify Customer of such transaction.
(iii) Release to Borrower any excess Collateral or receive
Collateral from Borrower as specified in instructions issued by Customer.
Bank shall promptly transfer the specified Collateral to be released, or
accept delivery and transmit Collateral received to a Deposit Account, as
the case may be, and notify Customer of such transmittal or receipt. Bank
shall debit or credit the defined Collateral from the Deposit Account, as
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appropriate.
(c) Where Bank has received Authorized Instructions from Customer
indicating that Customer has previously received Collateral covering
contemplated loans, Bank is authorized to deliver Loaned Securities "Free of
Payment" upon express direction from Customer with respect to designated Loaned
Securities. A list of authorized Borrowers who are eligible to receive such
Loaned Securities will be signed by any two Authorized Officers, with the title
of Chairman, Vice Chairman, President, Executive Vice President and Treasurer,
or by any one of these officers together with any Authorized Officer with the
title of Senior Managing Director or Senior Vice President, in accordance with
Section 11(c).
(d) Customer shall also provide Bank with written instructions regarding
Loaned Securities for which Customer has previously received Collateral and
their delivery "Free of Payment" to designated Borrowers in accordance with
paragraph c. hereof or the return of Loaned Securities. Bank shall be
authorized, in accordance with such written instructions to:
(1) Deliver the Loaned Securities, "Free of Payment" to the
listed Borrower, and
(2) Receive Loaned Securities specified in our instructions.
Bank shall promptly advise Customer of the completion of any such
specified transaction.
(e) Bank agrees to receive from the Borrower any income, dividends,
and/or distributions made by the issuer with respect to the Loaned Securities,
and to credit the Deposit Account or Custody Account when such amounts and
properties are received from the Borrower in accordance with the provisions of
this Agreement.
(f) Bank shall be responsible for any loss or damage which results from
an act of negligence or misfeasance or misconduct on the part of Bank relating
to the handling and servicing of such property in accordance with written
instructions. Bank is hereby designated to acquire possession of Collateral on
behalf of Customer and to act as bailee or financial intermediary (as defined in
the Uniform Commercial Code of the State of New York, as amended (the "UCC")),
as the case may be, in connection with Customer perfecting and maintaining
perfection of a security interest in such Collateral, pursuant to the provisions
of the UCC or other applicable laws, as amended from time to time. It is
understood that Bank shall not be responsible for obtaining or perfecting
Customer's security interest in the Collateral other than acting as bailee or
financial intermediary in accordance with the preceding sentence and the
instructions regarding delivery and receipt, and shall not be responsible to
advise Customer of the steps necessary to obtain or perfect such interest or for
effecting any statutory filing, unless mutually agreed upon at such time. Under
no circumstances and in no event shall Bank have or be charged with any
responsibility or liability for (i) the acceptability, creditworthiness or
continued creditworthiness of any Borrower, (ii) the adequacy or value of any
Collateral in connection with any loan of securities, (iii) the failure of the
Borrower to pay any income, dividend and/or distribution made by the issuer or
the Loaned Securities, or (iv) any act taken by it in accordance with the
direction of Customer, or omitted by it in the absence of such direction.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are consistent
with the provisions hereof as follows:
(i) Bank will use reasonable care and diligence with respect to
its obligations under this Agreement and the safekeeping of Assets. Bank
agrees to be liable and to indemnify and hold Customer harmless for any
and all liability for loss or damage to Customer with respect to any
Assets, if such liability, loss or damage results from any negligence,
misfeasance or misconduct on the part of Bank, its officers or employees,
its branches or its affiliates. Notwithstanding anything herein to the
contrary, Bank shall be liable to the Customer for any loss which shall
occur as the result of the failure of Bank or a Subcustodian to exercise
reasonable care and diligence with respect to the safekeeping of
15
such Assets to the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New York. Bank shall be
liable for any burglary, robbery, holdup, theft, or mysterious
disappearance of Assets, including loss by damage or destruction, at Bank
or any Subcustodian. In the event of any loss to the Customer by reason of
the failure of the Bank or its Subcustodian to meet its standard of care,
the Bank shall be liable to Customer only to the extent of the Customer's
direct damages, and shall in no event be liable for any special or
consequential damages, even if Bank has been advised as to the possibility
of the same and regardless of the form of action. Bank will promptly
notify Customer upon the discovery of any such loss.
(ii) Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank unless such
appointment was made negligently or in bad faith. Bank shall not be
responsible for any act, omission, default or the solvency of any broker
or agent which it or a Subcustodian appoints unless such appointment was
made negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its directors,
officers, agents and employees (collectively the "Indemnitees") harmless
from and against any and all claims, liabilities, losses, damages, fines,
penalties, and expenses, including out-of-pocket and incidental expenses
and legal fees ("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or
other directions upon which Bank is authorized to rely pursuant to the
terms of this Agreement. (B) In addition to and not in limitation of the
preceding subparagraph, Customer shall also indemnify and hold the
Indemnitees and each of them harmless from and against any and all Losses
that may be imposed on, incurred by, or asserted against, the Indemnitees
or any of them in connection with or arising out of Bank's performance
under this Agreement, provided the Indemnitees have not acted with
negligence, misfeasance or willful misconduct. (C) In performing its
obligations hereunder, Bank may rely on the genuineness of any document
which it believes in good faith to have been validly executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes
or other governmental charges, and any related expenses, with respect to
income from or Assets in the Accounts except to the extent that the Bank
has acted negligently in performing any obligations which the Bank has
agreed to assume (in addition to those stated in this Agreement) with
respect to taxes and such negligent act or omission by the Bank is the
direct cause of such imposition or assessment of such taxes, charges or
expenses and Customer would not have been liable for such imposition or
assessment in the absence of Bank's actions.
(v) Bank shall be entitled to rely, and may act, upon the advice
of counsel (who may be counsel for Customer) on all matters for any action
reasonably taken or omitted pursuant to such advice.
(vi) Bank represents and warrants that it currently maintains a
banker's blanket bond which provides standard fidelity and non-negligent
loss coverage with respect to the Assets which may be held by Bank or
Subcustodians pursuant to this Agreement. Bank will provide Customer with
confirmation of such coverage upon Customer's request. Bank need not
maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable for
any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency restrictions,
devaluations or fluctuations; market conditions which prevent the orderly
execution of securities transactions or affect the value of Assets, or (3)
losses resulting from malfunction, interruption of or error in the
transmission of information caused by any machines or system or
interruption of communication facilities, or abnormal operating conditions
which are beyond the control of Bank .
(viii) Neither party shall be liable to the other for any loss due
to forces beyond their control
16
including, but not limited to strikes or work stoppages (excluding those
of Bank, its branches, and affiliates), acts of war (whether declared or
undeclared) or terrorism, insurrection, revolution, nuclear fusion,
fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to 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 Customer or an Authorized Person regarding any default
in the payment of principal or income of any security other than as
provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party to
which Financial Assets are delivered or payments are made pursuant hereto
and
(v) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons issuing Instructions shall bear any
responsibility to review such confirmations against Instructions issued to
and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank
or any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
(d) In addition to the liability of Bank under this Section 12, Bank
shall be liable to Customer for all reasonable costs and expenses incurred by
Customer in connection with any claim by Customer against Bank arising from the
obligations of Bank hereunder, including, without limitation, all reasonable
attorneys' fees and expenses incurred by Customer in asserting any such claim,
and all expenses incurred by Customer in connection with any investigations,
lawsuits or proceedings relating to such claims, but only to the extent that
Customer ultimately prevails in such claim;
(e) Customer shall not be liable for indemnification under this Section
12 unless Customer has been promptly notified in writing of the commencement of
any litigation or proceeding brought against a person in respect of which
indemnity may be sought under this Section 12. With respect to claims in
litigation or proceedings for which indemnity by a Customer may be sought and
subject to applicable law and the ruling of any court of competent jurisdiction,
Customer shall be entitled to participate in any such litigation or proceeding
and, to the extent Customer has satisfied its obligation to indemnify Bank with
respect to any such claim or has agreed and acknowledged such obligation, may
assume the defense of such litigation or proceeding with counsel of its choice
at its own expense. If Customer is not entitled to participate in such
litigation under applicable law or by a ruling of a court of competent
jurisdiction, the person seeking indemnification shall reasonably prosecute such
litigation or proceeding. A person seeking indemnity shall not consent to the
entry of any judgment or enter into any settlement in any such litigation or
proceeding without providing Customer with prior notice of any such settlement
or judgment. All persons shall submit written evidence to Customer with respect
to any cost or expense for which they are seeking indemnification in such form
and detail as Customer may reasonably request.
(f) Notwithstanding anything to the contrary contained herein, Customer
shall have, at its election upon reasonable notice to Bank, the right to
enforce, to the extent permitted by any applicable agreement and
17
applicable law, Bank's rights against any Subcustodian or securities system, or
other person, for loss, damage or expense caused by such Subcustodian,
securities system or other person which Bank may have as a consequence of any
such loss, damage or expense, if and to the extent that Customer has not been
made whole for any such loss or damage. If Bank makes Customer whole for any
such loss or damage, Bank shall retain the ability to enforce its rights
directly against such Subcustodian, securities system or other person. Upon
Customer's election to enforce any rights of the Bank under this Section,
Customer shall reasonably prosecute all actions and proceedings directly
relating to the rights of the Bank in respect of the loss, damage or expense
incurred by Customer; provided that, so long as Customer has acknowledged in
writing its obligation to indemnify the Bank under this Section with respect to
such claim, Customer shall retain the right to settle, compromise and/or
terminate any action or proceeding in respect of the loss, damage or expense
incurred by Customer without Bank's consent; and provided further, that if
Customer has not made an acknowledgment of its obligation to indemnify, Customer
shall not settle, compromise or terminate any such action or proceeding without
the written consent of the Bank, which consent shall not be unreasonably
withheld or delayed. Bank agrees to cooperate with Customer and take all actions
reasonably requested by Customer in connection with Customer's enforcement of
any rights of Bank. Customer agrees to reimburse Bank for all reasonable out of
pocket expenses incurred by Bank on behalf of Customer in connection with the
fulfillment of its obligations under this Section; provided, however, that such
reimbursement shall not apply to expenses occasioned by or resulting from the
negligence, misfeasance or misconduct of Bank.
13. FEES AND EXPENSES.
Customer shall pay or cause to be paid to Bank for its services hereunder
such amounts as may be agreed upon in writing, together with Bank's reasonable
out-of-pocket or incidental expenses, including, but not limited to, reasonable
legal fees. Bank shall have a lien on and is authorized to charge any Accounts
of Customer for any amount owing to Bank under any provision hereof.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to enter into spot or forward foreign
exchange contracts with Customer or an Authorized Person for Customer and may
also provide foreign exchange through its subsidiaries, Affiliates or
Subcustodians. Instructions may be issued with respect to such contracts but
Bank may establish rules or limitations concerning any foreign exchange facility
made available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract with
Customer that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract, and to the extent not
inconsistent, this Agreement, shall apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. During the course of Bank's regular banking
hours, any duly authorized officer, employee or agent of Customer, any
independent accountants selected by Customer, any member of the Insurance
Department, and any representative or designee of other governmental agencies
having jurisdiction over Customer, shall be entitled to examine, on Bank's
premises, securities and records of all Assets held by Bank, its branches, or
other entities hereunder and its books and records pertaining to its actions
under this Agreement, but only upon furnishing Bank with reasonable notice of
such examination (or such notice as may be required by any regulatory authority)
signed by a duly authorized officer of Customer. Bank's books and records used
in connection with Customer's indirect participation in a depository or other
entities, to the extent that they relate to depository, custodial or other
services rendered to Customer by Bank, pursuant to this Agreement, shall at all
times during Bank's regular business hours be open to inspection by duly
authorized employees or agents of Customer, or governmental agencies having
jurisdiction over
18
Customer, but only upon furnishing Bank with reasonable notice to that effect as
specified in the preceding sentence.
Upon receiving a request from Customer, Bank agrees that it will
take such steps as are within its power to enable any of the aforementioned
officers, accountants, employees, agents and members of Customer, the Insurance
Department, or other governmental agencies having jurisdiction over Customer, to
inspect and examine securities and other property of Customer and books and
records of such property not located on Bank's premises, which property and
records are held on Customer's behalf by its branches or other entities pursuant
to this Agreement.
(d) Records, Affidavits and Reports. With respect to the Assets held by
Bank hereunder, Bank agrees:
(i) To maintain records sufficient to verify information Customer is
required to report in Schedule D of the Annual Statement Blank of the
Insurance Department of the State of New York ("Insurance Department") as
amended from time to time, which records will consist of a list of such
securities showing a complete description of each issue, including the
number of shares and par value of securities so held at the end of such
month and such other information as may be required by such report or any
other report required by the Insurance Department;
(ii) To maintain records regarding transactions and related
activities sufficient to verify the accuracy of regular monthly and other
reports and income received on such securities and other property;
(iii) To maintain records sufficient to verify information relating
to cash held by Bank, including but not limited to (i) the purchase of
foreign currency contracts, (ii) the maintenance of foreign currency
accounts on behalf of Customer in the possession and custody of Bank, its
branches or other entities located outside the United States, and (iii)
any reports submitted to Customer relating to its cash;
(iv) To create, maintain and preserve all reports and records
relating to Bank's activities and obligations under this Agreement as
provided for in this Section in such manner as will meet the requirements
of the 1940 act, including Section 31 thereof and Rule 31a-1 and 31a-2
thereunder and the Exchange Act, including Section 17 thereof and Rules
17a-3 and 17a-4 thereunder, and to file a written undertaking with the
Commission as will meet the requirements of Rule 17a-4(i) to the effect
that such records are the property of Customer and will be surrended to
the Customer promptly upon request;
(v) To permit examination of such books and records as provided for
in this Section at any time or from time to time during business hours as
provided for in this Section by representatives or designees of the
Commission, and to promptly furnish to the Commission or its designees
true, correct, complete and current hard copy of any or all or any part of
such books and records;
(vi) To furnish Customer with the appropriate affidavit(s) such form
as may be submitted to Bank by Customer from time to time which is
acceptable to the Insurance Department or any other state of federal
governmental agency having jurisdiction over Customer, in order for the
Assets referred to in such affidavit(s) to be recognized as admitted
assets of Customer and in order for Customer to comply with any other
requirements of such Department or agencies;
(vii) To furnish Customer with any report obtained by Bank on a
securities depository's or Subcustodian's system of internal accounting
control; and to furnish the Customer with such reports on Bank's system of
internal accounting control as Customer may reasonably require;
19
(viii) To furnish all such other reports and information as shall
reasonably requested by Customer relating to all property held by Bank on
Customer's behalf pursuant to the terms of this Agreement;
(ix) That all such information, records, reports, and affidavits
maintained or held by Bank pursuant to this Section remain the property of
Customer and copies of all such information will be surrendered to the
Customer within a reasonable time after request therefor; and
The specific records, reports and affidavits required in 1 through 9 above shall
be set forth in a separate document which may be modified from time to time by
agreement of the parties to this Agreement
(e) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(f) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
X Investment Company assets subject to certain SEC rules and
----- regulations;
Other (specify)
-----
This Agreement consists exclusively of this document together with
Schedules 1-A and 1-B, and the following Rider(s) [Check applicable
rider(s)]:
X PROXY VOTING
-----
SPECIAL TERMS AND CONDITIONS
-----
X TAIWAN RIDER
-----
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
(g) Severability. In the event that one or more provisions hereof 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 shall not in any way be
affected or impaired.
(h) Waiver. Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder 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 hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(i) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the
20
Accounts; (B) it has all necessary authority to use Bank as its custodian; (C)
this Agreement constitutes its legal, valid and binding obligation, enforceable
in accordance with its terms; (D) it shall have full authority and power to
borrow moneys and enter into foreign exchange transactions; and (E) it has not
relied on any oral or written representation made by Bank or any person on its
behalf, and acknowledges that this Agreement sets out to the fullest extent the
duties of Bank. (ii) Bank hereby represents and warrants to Customer that: (A)
it has the full power and authority to perform its obligations hereunder, (B)
this Agreement constitutes its legal, valid and binding obligation, enforceable
in accordance with its terms; and (C) that it has taken all necessary action to
authorize the execution and delivery hereof.
(j) Notices. All notices hereunder shall be delivered by hand, certified
mail or overnight mail and shall be considered effective when received. Any
notices or other communications which may be required hereunder are to be sent
to the parties at the following addresses or such other addresses as may
subsequently be given to the other party in writing: (a) Bank: JPMorgan Chase
Bank, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: Institutional
Trust Services, Investment Management Group; and (b) Customer: TIAA-CREF Mutual
Funds, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: Treasurer.
(k) Termination. This Agreement may be terminated by Customer or Bank by
giving sixty (60) days' written notice to the other, provided that such notice
to Bank shall specify the names of the persons to whom Bank shall deliver the
Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within sixty (60) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York with whom Customer or one of its affiliates
maintains a custodial services relationship for Financial Assets to be held and
disposed of pursuant to the provisions hereof, or may continue to hold the
Assets until Instructions are provided to Bank.
(l) Money Laundering. Customer warrants and undertakes to Bank for
itself and its agents that all Customer's customers are properly identified in
accordance with U.S. Money Laundering Regulations as in effect from time to
time.
(m) Imputation of certain information. Bank shall not be held
responsible for and shall not be required to have regard to information held by
any person by imputation or information of which Bank is not aware by virtue of
a "Chinese Wall" arrangement. If Bank becomes aware of confidential information
which in good faith it feels inhibits it from effecting a transaction hereunder
Bank may refrain from effecting it.
(n) Shareholder Communications. SEC Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, Bank needs Customer to indicate whether Customer authorizes Bank to
provide Customer's name, address and share position to requesting companies
whose stock Customer owns. If Customer tells Bank "no", Bank will not provide
this information to requesting companies. If Customer tells Bank "yes" or does
not check either "yes" or "no" below, Bank is required by the rule to treat
Customer as consenting to disclosure of this information for all securities
owned by Customer or any Funds or accounts established by Customer. For
Customer's protection, the rule prohibits the requesting company from using
Customer's name and address for any purpose other than corporate communications.
Please indicate below whether Customer consents or objects by checking one of
the alternatives below.
YES [ ] Bank is authorized to release Customer's name, address and
share positions.
NO [ X ] Bank is not authorized to release Customer's name, address
and share positions.
21
(o) No Liability of Shareholders. This Agreement is executed by the
Trustees of Customer, not individually, but rather in their capacity as Trustees
under the Declaration of Trust made January 13, 1997, as amended. None of the
shareholders of Customer, Trustees, officers, employees or agents of Customer
shall be personally bound or liable under this Agreement, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
hereunder but only to the property of Customer, and if the obligation or claim
relates to the property held by Customer for the benefit of one or more but
fewer than all the Funds, then only to the property held for the benefit of the
affected Fund(s).
15. DEFINITIONS.
As used herein, the following terms shall have the meaning hereinafter
stated:
(a) "Certificated Security" shall mean a security that is represented by
a certificate.
(b) "Custody Account" shall mean each Securities custody account on
Bank's records to which Financial Assets are or may be credited pursuant hereto.
(c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
(d) "Financial Asset" shall mean, as the context requires, either the
asset itself or the means by which a person's claim to it is evidenced,
including a Certificated Security or Uncertificated Security, a security
certificate, or a Securities Entitlement. Financial Assets shall not include
cash.
(e) "Institutional Investor" shall mean a major international commercial
bank, mutual fund, pension fund, insurance company, investment advisor, or
substantially similar institution, which, as a substantial part of its business
operations, purchases or sells securities and makes use of custodial services of
global custodians and financial institutions similar to Bank in the relevant
market.
(f) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated Securities or
Uncertificated Securities and commonly traded or dealt in on securities
exchanges or financial markets, and other obligations of an issuer, or shares,
participations and interests in an issuer recognized in an area in which it is
issued or dealt in as a medium for investment and any other property as shall be
acceptable to Bank for the Custody Account.
(g) "Securities Entitlement" shall mean the rights and property interest
of an Entitlement Holder with respect to a Financial Asset as set forth in Part
5 of the Uniform Commercial Code.
(h) "Securities Intermediary" shall mean Bank, a Subcustodian, a
securities depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in that
capacity.
(i) "Uncertificated Security" shall mean a security that is not
represented by a certificate.
(j) "Uniform Commercial Code" shall mean Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be amended from time
to time.
16. COMPLIANCE WITH 1940 ACT RULE 17f-5 ("RULE 17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it
of, the obligation to perform as Customer's "Foreign Custody Manager" (as that
term is defined in Rule 17f-5(a)(3)), including for the purpose of selecting
Eligible Foreign Custodians (as that term is defined in Rule 17f-5(a)(1), as the
same may be amended from time to time, or that have otherwise been made exempt
by SEC exemptive order, rule other appropriate SEC action) to
22
hold Customer's Foreign Assets and of evaluating the contractual arrangements
with such Eligible Foreign Custodians (as set forth in Rule 17f-5(c)(2)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer of the placement of
Foreign Assets with particular Eligible Foreign Custodians and of any
material change in the arrangements with such Eligible Foreign Custodians,
with such reports to be provided to Customer's Board at such times as the
Board deems reasonable and appropriate based on the circumstances of
Customer's foreign custody arrangements but until further notice from
Customer requesting a different schedule, such reports shall be provided
not less than quarterly in summary form, with a more detailed report
annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Foreign Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable care, after
having considered all factors relevant to the safekeeping of such Assets,
including, without limitation, those factors set forth in Rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable to
custodians in the relevant market as provided in Rule 17f-5(c)(2); and
(v) have established a system to monitor the continued
appropriateness of maintaining Foreign Assets with particular Eligible
Foreign Custodians and performance of the governing contractual
arrangements; it being understood, however, that in the event that Bank
shall have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford Foreign Assets reasonable care and
that no other Eligible Foreign Custodian in that country would afford
reasonable care, Bank shall promptly so advise Customer and shall then act
in accordance with the Instructions of Customer with respect to the
disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant
to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17 hereof,
Customer shall be solely responsible to assure that the maintenance of Foreign
Assets hereunder complies with the rules, regulations, interpretations and
exemptive orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in
Rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed
and maintained in Bank's custody are subject to the 1940 Act; (2) its Board (or
other governing body) has determined that it is reasonable to rely on Bank to
perform as Customer's Foreign Custody Manager; and (3) its Board (or other
governing body) or its investment adviser shall have determined that Customer
may maintain Foreign Assets in each country in which Customer's Foreign Assets
shall be held hereunder and determined to accept the risks arising therefrom
(including, but not limited to, a country's financial infrastructure and
settlement practices, laws applicable to the safekeeping and recovery of Foreign
Assets held in custody, and the likelihood of nationalization, currency controls
and the like) (collectively ("Country Risk")). Nothing contained herein shall
require Bank to make any selection on behalf of Customer that would entail
consideration of Country Risk and, except as may be provided in (e) below, to
engage in any monitoring of Country Risk.
23
(e) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-A hereto. Customer hereby acknowledges that:
(i) such information is solely designed to inform Customer of market conditions
and procedures and is not intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
17. COMPLIANCE WITH 1940 ACT RULE 17f-7 ("RULE 17f-7").
(a) Bank shall, for consideration by Customer, provide an analysis in
accordance with Rule 17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining Customer's Foreign Assets (as defined in Rule 17f-5) with each
Eligible Securities Depository used by Bank as of the date hereof (or, in the
case of an Eligible Securities Depository not used by Bank as of the date
hereof, prior to the initial placement of Customer's Foreign Assets at such
Depository) and at which any Foreign Assets of Customer are held or are expected
to be held. The foregoing analysis will be provided to Customer at Bank's
Website. In connection with the foregoing, Customer shall notify Bank of any
Eligible Securities Depository at which it does not choose to have its Foreign
Assets held. Bank shall monitor the custody risks associated with maintaining
Customer's Foreign Assets at each such Eligible Securities Depository on a
continuing basis and shall promptly notify (which may be electronic) Customer or
its adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in
performing the requirements set forth in Section 17(a) above.
(c) Based on the information available to it in the exercise of
diligence, Bank shall determine the eligibility under Rule 17f-7 of each
depository before including it on Appendix 1-B hereto and shall promptly advise
Customer if any Eligible Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of the date hereof are set forth in
Appendix 1-B hereto, and as the same may be amended on notice to Customer from
time to time.)
24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
TIAA-CREF Life Funds
for the benefit of the Funds listed on Schedule 1
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman, President and Chief Executive Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
JPMORGAN CHASE BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Date:
25
STATE OF )
: ss.
COUNTY OF )
On this day of , 2002, before me personally
came , to me known, who being by me duly sworn, did
depose and say that he/she resides in at , that he/she
is of , the entity described in and which executed the foregoing
instrument; that he/she knows the seal of said entity, that the seal affixed
to said instrument is such seal, that it was so affixed by order of said
entity, and that he/she signed his/her name thereto by like order.
Sworn to before me this
day of , 2002 .
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of , 2002, before me personally came
, to me known, who being by me duly sworn, did depose and say that
he/she resides in at ; that he/she is a Vice
President of JPMORGAN CHASE BANK, the corporation described in and which
executed the foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by order of the Board of Directors of said corporation,
and that he/she signed his/her name thereto by like order.
Sworn to before me this
day of , 2002 .
Notary
STATE OF )
: ss.
COUNTY OF )
On this day of , 2002, before me personally came
, to me known, who being by me duly sworn, did depose and say
that he/she resides in at , that he/she is of
, the entity described in and which executed the foregoing
instrument; that he/she knows the seal of said entity, that the seal affixed to
said instrument is such seal, that it was so affixed by order of said entity,
and that he/she signed his/her name thereto by like order.
Sworn to before me this
day of , 2002 .
Notary
2
Schedule 1
TIAA-CREF Life Funds
Growth Equity Fund
Growth & Income Fund
International Equity Fund
Social Choice Equity Fund
Stock Index Fund
3
JPMORGAN INVESTOR SERVICES APPENDIX 1-A
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------------
CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
--------------------------------------------------------------------------------------------------------------------------
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government Debt
and Semi-Government Debt
--------------------------------------------------------------------------------------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register System)
--------------------------------------------------------------------------------------------------------------------------
AUSTRIA OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
--------------------------------------------------------------------------------------------------------------------------
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
--------------------------------------------------------------------------------------------------------------------------
NBB Corporate Debt, Government Debt
(National Bank of Belgium)
--------------------------------------------------------------------------------------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
--------------------------------------------------------------------------------------------------------------------------
CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
--------------------------------------------------------------------------------------------------------------------------
SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
--------------------------------------------------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
--------------------------------------------------------------------------------------------------------------------------
CDAD Equity, Corporate Debt
(Central Depository A.D.)
--------------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
--------------------------------------------------------------------------------------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI CSDCC, Shanghai Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shanghai Branch)
--------------------------------------------------------------------------------------------------------------------------
CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity
(China Securities Depository and Clearing
Corporation Ltd, Shenzhen Branch)
--------------------------------------------------------------------------------------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------------
DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de
Colombia S.A.)
--------------------------------------------------------------------------------------------------------------------------
CROATIA SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
--------------------------------------------------------------------------------------------------------------------------
MOF Short-term debt issued by the Ministry of
(Ministry of Finance of the Republic of Finance.
Croatia)
--------------------------------------------------------------------------------------------------------------------------
CNB Short-term debt issued by the National Bank
(Croatian National Bank) of Croatia.
--------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
--------------------------------------------------------------------------------------------------------------------------
CNB Government Debt
(Czech National Bank)
--------------------------------------------------------------------------------------------------------------------------
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
--------------------------------------------------------------------------------------------------------------------------
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and
Depository)
--------------------------------------------------------------------------------------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite
Keskdepositoorium)
--------------------------------------------------------------------------------------------------------------------------
EUROMARKET DCC Euro-CDs
(The Depository and Clearing Centre)
--------------------------------------------------------------------------------------------------------------------------
CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
--------------------------------------------------------------------------------------------------------------------------
Euroclear Internationally Traded Debt, Equity
--------------------------------------------------------------------------------------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository
Limited)
--------------------------------------------------------------------------------------------------------------------------
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------------
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
--------------------------------------------------------------------------------------------------------------------------
GREECE CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
--------------------------------------------------------------------------------------------------------------------------
BoG Government Debt
(Bank of Greece)
--------------------------------------------------------------------------------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company
Limited)
--------------------------------------------------------------------------------------------------------------------------
CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
--------------------------------------------------------------------------------------------------------------------------
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Ltd. - Kozponti Elszamolohaz es
Ertektar (Budapest) Rt.)
--------------------------------------------------------------------------------------------------------------------------
ICELAND ISD Equity, Corporate Debt, Government Debt
(The Islandic Securities Depository)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------------
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
--------------------------------------------------------------------------------------------------------------------------
CDSL Equity
(Central Depository Services (India) Limited)
--------------------------------------------------------------------------------------------------------------------------
RBI Government Debt
(Reserve Bank of India)
--------------------------------------------------------------------------------------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
--------------------------------------------------------------------------------------------------------------------------
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------------
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House Ltd.)
--------------------------------------------------------------------------------------------------------------------------
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central/Banque de Reglement)
--------------------------------------------------------------------------------------------------------------------------
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
--------------------------------------------------------------------------------------------------------------------------
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
--------------------------------------------------------------------------------------------------------------------------
BoJ Registered Government Debt
(Bank of Japan)
--------------------------------------------------------------------------------------------------------------------------
KAZAHKSTAN CSD Equity
(Central Securities Depository CJSC)
--------------------------------------------------------------------------------------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
--------------------------------------------------------------------------------------------------------------------------
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
--------------------------------------------------------------------------------------------------------------------------
LEBANON Midclear ▇.▇.▇. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
▇.▇.▇.)
--------------------------------------------------------------------------------------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
--------------------------------------------------------------------------------------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking S.A.)
--------------------------------------------------------------------------------------------------------------------------
MALAYSIA MCD Equity, Corporate Debt
(Malaysian Central Depository Sdn. Bhd.)
--------------------------------------------------------------------------------------------------------------------------
BNM Government Debt
(Bank Negara Malaysia)
--------------------------------------------------------------------------------------------------------------------------
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
--------------------------------------------------------------------------------------------------------------------------
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
--------------------------------------------------------------------------------------------------------------------------
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------------
NETHERLANDS NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
--------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
--------------------------------------------------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
--------------------------------------------------------------------------------------------------------------------------
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
--------------------------------------------------------------------------------------------------------------------------
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
--------------------------------------------------------------------------------------------------------------------------
SBP Government Debt
(State Bank of Pakistan)
--------------------------------------------------------------------------------------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
--------------------------------------------------------------------------------------------------------------------------
PHILIPPINES PCD Equity
(Philippine Central Depository, Inc.)
--------------------------------------------------------------------------------------------------------------------------
ROSS Government Debt
(Bangko Sentral ng Pilipinas/Register of
Scripless Securities)
--------------------------------------------------------------------------------------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
--------------------------------------------------------------------------------------------------------------------------
CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
--------------------------------------------------------------------------------------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
--------------------------------------------------------------------------------------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing, Settlement
and Depository for Securities)
--------------------------------------------------------------------------------------------------------------------------
BSE Equity
(Bucharest Stock Exchange)
--------------------------------------------------------------------------------------------------------------------------
RUSSIA VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
--------------------------------------------------------------------------------------------------------------------------
NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
--------------------------------------------------------------------------------------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
--------------------------------------------------------------------------------------------------------------------------
MAS Government Debt
(Monetary Authority of Singapore)
--------------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR, a.s.)
--------------------------------------------------------------------------------------------------------------------------
NBS Government Debt
(National Bank of Slovakia)
--------------------------------------------------------------------------------------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna ▇▇▇▇▇▇ ▇.▇.)
--------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA CD Corporate Debt, Government Debt
(The Central Depository Limited)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------------
STRATE Equity
(Share Transactions Totally Electronic)
--------------------------------------------------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
--------------------------------------------------------------------------------------------------------------------------
SPAIN SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de
Valores, S.A.)
--------------------------------------------------------------------------------------------------------------------------
Bank of Spain Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------------
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
--------------------------------------------------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
--------------------------------------------------------------------------------------------------------------------------
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
--------------------------------------------------------------------------------------------------------------------------
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
--------------------------------------------------------------------------------------------------------------------------
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
--------------------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des Valeurs
Mobilieres)
--------------------------------------------------------------------------------------------------------------------------
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
--------------------------------------------------------------------------------------------------------------------------
UNITED ARAB EMIRATES DFM Equity, Corporate Debt, Government Debt
(Dubai Financial Market Clearing House)
--------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------------
CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
--------------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(Depository Trust Company)
--------------------------------------------------------------------------------------------------------------------------
FED Government Debt, Mortgage Back Debt
(The Federal Reserve Book-Entry System)
--------------------------------------------------------------------------------------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
--------------------------------------------------------------------------------------------------------------------------
CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
--------------------------------------------------------------------------------------------------------------------------
VIETNAM SCC Equity, Corporate Debt, Government Debt
(Securities Custody Centre)
--------------------------------------------------------------------------------------------------------------------------
ZAMBIA CSD Equity, Government Debt
(▇▇▇▇ Central Shares Depository Limited)
--------------------------------------------------------------------------------------------------------------------------
BoZ Government Debt
(Bank of Zambia)
--------------------------------------------------------------------------------------------------------------------------
Appendix 1-B
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Financial Assets and Cash
into a country the following information:
A. Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records kept by an
eligible foreign custodian located in that country.
ii. Whether applicable foreign law would restrict the Customer's ability to
recover its Financial Assets and Cash in the event of the bankruptcy of an
Eligible Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Customer's ability to
recover Financial Assets that are lost while under the control of an
Eligible Foreign Custodian located in the country.
B. Written information concerning:
i. The foreseeability of expropriation, nationalization, freezes, or
confiscation of Customer's Financial Assets and Cash.
ii. Whether difficulties in converting Customer's cash and cash equivalents to
U.S. dollars are reasonably foreseeable.]
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) depositories (including depository
evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish to
Customer the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
Schedule 1
(Name of Individual Funds)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
[TIAA CREF LOGO]
AMENDMENT TO CUSTODIAL SERVICES AGREEMENT
DATED JULY 1, 2002
TIAA-CREF LIFE FUNDS
&
JPMORGAN CHASE BANK
AMENDMENT dated August 26, 2002, to the Custodial Services Agreement,
dated July 1, 2002, (the "Custodial Services Agreement"), between TIAA-CREF LIFE
FUNDS and JPMORGAN CHASE BANK.
WHEREAS, TIAA-CREF Life Funds and JPMorgan Chase Bank have entered into
the Custodial Services Agreement which sets forth the terms and conditions under
which JPMorgan Chase holds securities or other property of TIAA-CREF Life Funds;
WHEREAS, TIAA-CREF Life Funds is establishing additional Funds ("Funds as
noted on attached Schedule 1") and desires to arrange for the custody of certain
of the assets of the Funds with JPMorgan Chase, and JPMorgan Chase desires to
hold such assets for TIAA-CREF Life Funds;
NOW, THEREFORE, TIAA-CREF Life Funds and JPMorgan Chase hereby agree that
all custodial accounts opened with JPMorgan Chase by TIAA-CREF Life Funds on
behalf of the Funds shall be subject to, and governed in all respects by, the
Custodial Services Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hand as of the date
first mentioned above.
TIAA-CREF LIFE FUNDS JPMORGAN CHASE BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President Title: Vice President
and
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Treasurer