CUSTODIAN SERVICES AGREEMENT
Bankers Trust Company
Custodian Securities Division
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Attached is a certified copy of a resolution of the Executive
Committee of the Board of Trustees of College Retirement Equities Fund ("CREF")
adopted at a meeting held March 13, 1974, as amended September 22, 1976, March
16, 1977, and September 21, 1977, which designates Bankers Trust Company as a
depository for any stocks, bonds or other securities ("securities") owned or
held by CREF, and authorizes the indirect participation of CREF in The
Depository Trust Company (DTC) and the Federal Reserve Book Entry System. This
Agreement defines the nature and scope of the services to be provided in
connection with the foregoing authorization, and supersedes all prior agreements
on this subject.
It is hereby agreed that all securities now or hereafter held
by you hereunder are held for the custodial account of CREF and are to be
maintained and disposed of by you for us only in accordance with the terms and
conditions set forth
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in this Agreement. As used herein, unless specifically instructed in writing to
the contrary, the phrase "held by you hereunder" shall also include (1) your
authority to deposit all or any part of such securities in a depository, as
defined herein, provided that you participate directly in such depository under
an arrangement which satisfies the requirements of Section 2 hereof, and (2) the
deposit of Japanese securities in a custody account maintained for you with a
Japanese bank or trust company.
1. DEFINITIONS
As used in this agreement:
[A] "Book Entry System" means a system for the central
handling of securities operated by a Federal Reserve bank as part of the joint
Federal Reserve-Treasury Department book-entry program for United States
government and agency securities in which all securities of any class or series
deposited within the system are treated as fungible and may be transferred,
loaned, or pledged by bookkeeping entry without physical delivery of such
securities.
[B] "Depository" means the Book Entry System, and the DTC
system for the central handling of securities in which securities of any
particular class or series of any issuer deposited therein may be treated as
fungible and may be transferred, loaned, or pledged by bookkeeping entry without
physical delivery of such securities.
[C] A "report" on a "system of internal accounting control" is
a report on the accounting system, the internal
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accounting control, and procedures for safeguarding securities related to the
custodial functions provided by a depository or custodian which is based on an
examination by an independent public accountant that is sufficient in scope to
provide reasonable assurance that any material inadequacies, existing or arising
since the prior examination, would be disclosed. The report shall describe any
material inadequacies disclosed, and if an examination did not disclose any
material inadequacies the report shall so state.
2. DEPOSITORY ARRANGEMENT WITH DTC
You agree that the arrangement between you and DTC will
satisfy the following requirements:
[A] With respect to a sale of a security by us, the depository
may effect delivery of the security, except delivery to you for our account,
only upon payment for the security or the depository's guarantee of payment, and
with respect to a purchase of a security by us, the account in the depository
representing our interest may be debited for payment for the security only upon
delivery of the security to the account or the depository's guarantee of
delivery.
[B] The CREF securities shall be represented in an account at
the depository which does not include any assets held by you other than as a
fiduciary, custodian, or otherwise for customers.
[C] The depository is obligated, if a certificated security in
the depository has been lost, apparently destroyed,
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or wrongfully taken, to take all appropriate and necessary steps to obtain
replacement.
You further agree to give us sixty (60) days written notice of
your intention to terminate your participation in DTC.
3. SAFEKEEPING
You will be solely responsible for the safekeeping, handling,
servicing and disposition, in accordance with the terms of this Agreement, of
all securities held by you hereunder, and you will be liable for any loss or
damage with respect thereto, whether resulting from the use of a depository or
otherwise, except for losses from causes beyond your control. "Losses beyond
your control" shall mean only loss or damage resulting from war, insurrection,
military, naval or usurped power, hurricane, cyclone, tornado, earthquake,
volcanic eruption or similar disturbance of nature, or nuclear fission, fusion
or radioactivity (except from industrial uses of nuclear energy). Losses arising
by reason of any negligence, error, misfeasance or misconduct on the part of you
or any of your employees or agents, or from your failure to enforce such rights
as you may have against a depository, shall not be deemed to be from causes
beyond your control and you hereby agree to indemnify us against any such loss.
All such securities are to be segregated from your own securities, from those of
any of your other customers, and from all accounts other than those established
under this Agreement, except that, when the facilities of a depository are used,
such segregation will be understood to mean segregation
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upon your official records. You further agree that you will at all times give
the securities held by you hereunder the same care you give your own property of
a similar nature.
You have advised us that you currently have in force, for your
own protection, Bankers Blanket Bond Insurance of the broadest form available
for commercial banks, in the amount of $40,000,000 for any one loss, and that
you will continue to maintain such insurance in substantially the same form and
amount. We understand that such insurance would be available, on a pro rata
basis, to cover losses with respect to securities held by you hereunder. You
agree to give us sixty (60) days written notice of any reduction in the amount,
or material change in the form, of such insurance.
It is understood and agreed that you are not under any duty to
supervise the investment of, or to advise or make any recommendations to CREF
with respect to the purchase or sale of any securities.
4. SERVICING
A. ACQUISITIONS AND DISPOSITIONS - From time to time CREF will
instruct you to acquire or dispose of securities on its behalf through properly
authorized instructions, whether denominated as purchase warrant, sales warrant
or otherwise. (See "Authorizations", Section 8 below). Upon receipt of such
instructions and in accordance with this Agreement, you agree that you will:
(a) receive such securities against payment or
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exchange, as directed in any purchase warrant, and debit
our checking account accordingly; and
(b) assign, sell or otherwise dispose of such securities,
against payment or exchange, or your guarantee of payment
or exchange, as directed in any sales warrant, and credit
our checking account accordingly on the date of actual
delivery, with appropriate value. Such delivery is to be
made by you on the contractual settlement date provided
that (1) the securities are then in position in our
account and (2) our delivery instructions are received in
timely fashion. In connection with such dispositions:
(i) with respect to any securities registered in
CREF's name, appropriate stock or bond powers will
accompany the sales warrant; and
(ii) with respect to eligible transactions, you will
make deliveries through (a) the Federal Reserve
System, pursuant to Subpart 0 of the Treasury
Department Circular #300 (31 Code of Federal
Regulations Part 306), and operating circulars of the
Federal Reserve Bank of New York, both as amended
from time to time, or (b) the facilities of DTC
pursuant to Section 8-320 of the New York Uniform
Commercial Code and Rules and Procedures of DTC, and
any subsequent amendments thereto; and
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(c) furnish us with confirmation of any purchase or sale
of securities and by book entry or otherwise identify as
belonging to us a quantity of securities which constitute
or are part of a fungible bulk of securities either
registered in your name or in the name of your nominee as
shown on your account on the books of the depository; and
(d) withdraw and deliver securities free of payment as
directed in any such written instructions (see
"Authorizations", Section 8 below), provided, however,
that under no circumstances are any securities to be
withdrawn and delivered by you to any individual; such
delivery is to be made only to another custodial account
exclusively in the name of College Retirement Equities
Fund or Teachers Insurance and Annuity Association of
America.
B. INCOME AND PRINCIPAL - Income on securities held by you
hereunder will be credited automatically to our checking account when such
amounts become due and payable. Amounts relating to securities which mature or
are redeemed shall be credited to our checking account on the date the funds are
received, with appropriate value.
Collections of income in foreign currency are to be converted
into United States dollars, to the extent possible, and in effecting such
conversion you may use such methods or agencies as you may see fit including the
facilities of your own foreign
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division at customary rates. All risk and expense incident to such collection
and conversion is for the account of the undersigned, and you shall have no
responsibility for fluctuations in exchange rates affecting such conversion.
You shall also acquire and hold hereunder all stock dividends,
rights and similar securities issued with respect to any securities held by you
hereunder. With respect to any dividend reinvestment plan in which CREF
participates, and as to which you have been so notified, you agree to acquire
and hold hereunder the appropriate number of shares issuable under such plan in
lieu of the cash dividend. With respect to stock dividends, you are hereby
authorized to sell any fractional interest and to credit our checking account
with the proceeds thereof.
C. REGISTRATION - Securities which are eligible for deposit in
DTC may be maintained in your account with DTC which meets the requirements of
Section 2 of this Agreement. Subject to the aforesaid provision, you will
register all securities (except such as are in bearer form) in the name of your
nominee, unless alternate registration instructions are furnished by us. With
respect to securities registered in the name of your nominee, it is understood
that negotiability is to be automatically provided by you as custodian. You will
retain and have available at all times for inspection by regulatory authorities
evidence that your nominee is registered as required by the laws and regulations
of the United States and the State of
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New York, as appropriate. You will obtain
and hold waivers from your nominees as to the legal title of all securities
registered in the names of your nominees.
5. VOTING AND OTHER ACTION
No person may vote (other than pursuant to written
instruction) any securities held by you hereunder. You will promptly transmit to
us, or cause to be transmitted to us, directly from an issuer or through a
depository, all notices, proxies and proxy soliciting materials with respect to
securities held by you hereunder, which proxies will be executed by the
registered holder thereof if registered otherwise than in the name of CREF, but
without indicating the manner in which such proxies are to be voted.
You will promptly transmit to us all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by you from the
issuers of securities held by you hereunder. With respect to tender or exchange
offers, you will promptly transmit to us all written information received by you
from issuers of the securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
6. RECORDS, AFFIDAVITS AND REPORTS
With respect to the securities held by you hereunder, you
agree:
A. To furnish us at the close of each month with a
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list of such securities showing a complete description of each issue, which
shall include the number of shares or par value of bonds so held at the end of
such month;
B. To maintain records sufficient to verify information we are
required to report in Schedule D of the Annual Statement blank of the Insurance
Department of the State of New York;
C. To furnish us with the appropriate affidavit(s) in the form
of Exhibit A, B, & C attached hereto, or in such other form as may be acceptable
to you and to the New York Insurance Department in order for the securities
referred to in such affidavit(s) to be recognized as admitted assets of CREF;
and
D. To furnish us with any report obtained by you on a
depository's system of internal accounting control; and to furnish us with such
reports on your system of internal accounting control as we may reasonably
require.
7. ACCESS
During the course of your regular banking hours, any officer
or employee of CREF, any independent accountant(s) selected by CREF, and any
member of the Insurance Department of the State of New York shall be entitled to
examine, on your premises, securities held by you hereunder and your books and
records pertaining to your actions under this Agreement, but only upon
furnishing you with written instructions to that effect from any Authorized
Officer of CREF with the title chairman, president, executive vice president, or
treasurer. Your books
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and records used in connection with our indirect participation in a depository,
to the extent that they relate to depository services rendered to us by you,
shall at all times during your regular business hours be open to inspection by
duly authorized employees or agents of the Securities and Exchange Commission,
but only upon furnishing you with written instructions to that effect from one
of the Authorized Officers of CREF specified in the preceding sentence.
8. AUTHORIZATIONS
A. Except as otherwise provided in this Agreement, written
instructions by CREF hereunder shall be signed by any two of its Authorized
Officers specified in a separate list for this purpose which will be furnished
to you from time to time signed by the treasurer or an assistant treasurer and
certified under the corporate seal by the secretary or an assistant secretary.
B. Instructions for the withdrawal of CREF owned securities
"free of payment" shall be acted upon by you only if received in writing
manually signed by any two of such Authorized Officers with the title chairman,
president, executive vice president, or treasurer, or by any one of those
officers together with any CREF officer with the title senior vice president or
vice president.
9. FEES AND EXPENSES
You will be compensated for the services rendered under this
Agreement through compensating balance arrangements negotiated between us from
time to time.
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Expenses incurred for postage, insurance, exchange,
correspondent and similar charges in connection with transactions under this
Agreement are to be billed to us periodically and are not to be deducted from
sale proceeds or charged to any CREF account. Similarly, there should be neither
a deduction from sale proceeds nor any debit to a CREF account for any coupons
which may be in process of collection at the time bonds are delivered to you.
10. EXEMPTION FROM INCOME TAX
CREF is exempt from the payment of United States income tax.
You are hereby authorized and empowered, as CREF's agent, in its name, to sign
any certificate of ownership or other certificate which is or may be required by
any regulations of the Internal Revenue Service or other authority of the United
States, provided that no certificate so signed by you shall be inconsistent with
CREF's tax exempt status.
To enable you properly to execute such certificates, we hereby
certify that CREF is a corporation duly organized and existing under the laws of
the State of New York, having its principal place of business in the City of New
York. CREF's Employer Identification No. is 000000000.
Should there be any change in the information furnished you
herein, we will inform you promptly. If at any time CREF's status should be such
as to require the withholding of any income tax from payments received by you,
you are hereby authorized and empowered to make whatever deductions are then
required by
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applicable laws or regulations.
11. AMENDMENTS
No amendments to this Agreement or change in any of the
instructions set forth herein shall be effective unless made in writing and
signed by either the chairman or president and by any executive vice president
or the treasurer.
12. NOTICES
Official security receipts and advices of all types relating
to the Securities held by you hereunder will be prepared by you, in duplicate,
and forwarded to the particular division or divisions of CREF indicated in a
separate listing which the treasurer will furnish you from time to time.
Written notices hereunder shall be hand-delivered or mailed
first class, addressed (a) if to you, at your address set forth at the beginning
of this Agreement or (b) if to CREF at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Treasurer. Written notice of (1) termination of this
agreement, (2) termination of your participation in DTC, or (3) changes in your
insurance coverage, shall be sent by certified mail.
13. TERMINATION
Either party may terminate this Agreement by giving the other
party sixty (60) days written notice of termination.
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This Agreement shall become effective upon receipt by CREF of
a copy of this letter signed by you indicating your acceptance thereof.
Very truly yours,
COLLEGE RETIREMENT EQUITIES FUND
By:
--------------------------------
By:
--------------------------------
Accepted and agreed:
BANKERS TRUST COMPANY
By:
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I, Xxxxx X. Xxxxxx, Secretary of College Retirement Equities
Fund, a corporation duly organized and existing under the laws of the State of
New York, HEREBY CERTIFY that the attached is a true copy of the resolution duly
adopted by the CREF board of trustees of said corporation at meeting thereof
duly convened and held on March 13, 1974 and that such resolution is now in full
force and effect, and is in accordance with the provisions of the bylaws of said
corporation.
WITNESS my hand and the seal of the Fund at New York City this
23 day of February , 1978.
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Xxxxx X. Xxxxxx, Secretary
(SEAL)
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
DATED MARCH 17, 1978
AS AMENDED, BETWEEN
COLLEGE RETIREMENT EQUITIES FUND
&
BANKERS TRUST COMPANY
AMENDMENT dated February 14, 1992, to the Custodian Services Agreement,
dated March 17, 1978, as amended (the "Custodian Services Agreement"), between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").
WHEREAS, CREF and Bankers have entered into the Custodian Services
Agreement which sets forth the terms and conditions under which Bankers holds
securities or other property of CREF;
WHEREAS, CREF is establishing a new account (the "Global Equities
Account") and desires to arrange for the custody of certain of the assets of the
Global Equities Account with Bankers, and Bankers desires to hold such assets
for CREF;
NOW, THEREFORE, CREF and Bankers hereby agree that all custodial
accounts opened with Bankers by CREF on behalf of the Global Equities Account
shall be subject to, and governed in all respects by, the Custodian Services
Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hand as of the
date first mentioned above.
COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY
By:_________________________________ By:______________________________________
Xxxx X. Xxxxx Name:
President Title:
and
By:_________________________________
Xxxxxxx X. Xxxxxxx
Vice President and Treasurer
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
DATED MARCH 17, 1978
AS AMENDED, BETWEEN
COLLEGE RETIREMENT EQUITIES FUND
&
BANKERS TRUST COMPANY
AMENDMENT dated March 15, 1994, to the Custodian Services Agreement,
dated March 17, 1978, as amended (the "Custodian Services Agreement"), between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").
WHEREAS, CREF and Bankers have entered into the Custodian Services
Agreement which sets forth the terms and conditions under which Bankers holds
securities or other property of CREF;
WHEREAS, CREF is establishing two new accounts (the "Equity Index
Account" and the "Growth Account") and desires to arrange for the custody of
certain of the assets of the Equity Index Account and the Growth Account with
Bankers, and Bankers desires to hold such assets for CREF;
NOW, THEREFORE, CREF and Bankers hereby agree that all custodial
accounts opened with Bankers by CREF on behalf of the Equity Index Account and
the Growth Account shall be subject to, and governed in all respects by, the
Custodian Services Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hand as of the
date first mentioned above.
COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY
By:_________________________________ By:______________________________________
Xxxx X. Xxxxx Name:
President Title: Vice President
and
By:_________________________________
Xxxxxxx X. Xxxxxxx
Vice President and Treasurer
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
DATED MARCH 17, 1978
AS AMENDED, BETWEEN
COLLEGE RETIREMENT EQUITIES FUND
&
BANKERS TRUST COMPANY
AMENDMENT dated January 3, 1995, to the Custodian Services Agreement,
dated March 17, 1978, as amended (the "Custodian Services Agreement"), between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").
WHEREAS, CREF and Bankers have entered into the Custodian Services
Agreement which sets forth the terms and conditions under which Bankers holds
securities or other property of CREF;
WHEREAS, CREF is establishing one new account (the "Social Choice
Account" and desires to arrange for the custody of certain of the assets of the
Social Choice Account with Bankers, and Bankers desires to hold such assets for
CREF;
NOW, THEREFORE, CREF and Bankers hereby agree that all custodial
accounts opened with Bankers by CREF on behalf of the Social Choice Account
shall be subject to, and governed in all respects by, the Custodian Services
Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hand as of the
date first mentioned above.
COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY
By:_________________________________ By:______________________________________
Xxxxxx X. Xxxxx Name:
President Title: Vice President
and
By:_________________________________
Xxxxxxx X. Xxxxxxx
Vice President and Treasurer
