EXHIBIT 99.8
CUSTODY AGREEMENT
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Agreement made as of this 11th day of November , 1982
between XXXXXXX XXXXX U.S.A. GOVERNMENT RESERVES, an
unincorporated business trust organized under the laws of
the State of Massachusetts having its principal office and
place of business at 000 Xxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the "Fund"), and THE BANK OF NEW YORK, a
New York corporation authorized to do a banking business,
having its principal office and place of business at 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises herein-
after set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall
have the following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or
not any such person is an Officer or employee of the Fund,
duly authorized by the Board of Trustees of the Fund to give
Oral Instructions and Written Instructions on behalf of the
Fund and listed in the Certificate annexed hereto as Append-
ix-A or such other Certificate as may be received by the
Custodian from time to time.
2. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and
federal agency securities, its successor or successors and
its nominee or nominees.
3. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian which is actu-
ally received by the Custodian and signed on behalf of the
Fund by any two Officers of the Fund.
4. "Depository" shall mean The Depository Trust Com-
pany ("DTC"), a clearing agency registered with the Securi-
ties and Exchange Commission, its successor or successors
and its nominee or nominees, provided the Custodian has
received a certified copy of a resolution of the Fund's
Board of Trustees specifically approving deposits in DTC.
The term "Depository" shall further mean and include any
other person authorized to act as a depository under the
Investment Company Act of 1940, its successor or successors
and its nominee or nominees, specifically identified in a
certified copy of a resolution of the Fund's Board of
Trustees specifically approving deposits, herein by the
Custodian.
5. "Officers" shall be deemed to include the Presi-
dent, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer
or any other person or persons duly authorized by the Board
of Trustees of the Fund to execute any Certificate, instruc-
tion, notice or other instrument on behalf of the Fund and
listed in the Certificate annexed hereto as Appendix B or
such other Certificate as may be received by the Custodian
from time to time.
6. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person
or from a person reasonably believed by the Custodian to be
an Authorized Person.
7. "Security" shall mean debt obligations issued or
guaranteed as to principal and interest by the government of
the United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers'
acceptances, variable amount master demand notes, repurchase
agreements with respect to the same and bank time deposits,
where the purchase and sale of such securities normally
requires settlement in federal funds on the same day as such
purchase or sale.
8. "Written Instructions" shall mean written communi-
cations actually received by the Custodian from an Autho-
rized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other
such system where by the receiver of such communications is
able to verify by codes or otherwise with a reasonable
degree of certainty the authenticity of the sender of such
communication.
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ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby consitutes and appoints the Custo-
dian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement.
2. The Custodian hereby accepts appointment as such
custodian of Securities and money owned by the Fund and
agrees to perform the duties thereof as hereinafter set
forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to
the Custodian all Securities and all moneys owned by it,
including cash received for the issuance of its shares, at
any time during the period of this Agreement. The Custodian
will not be responsible for such Securities and such moneys
until actually received by it. The Custodian will be
entitled to reverse any credits made on the Fund's behalf
where such credits have been previously made and moneys are
not finally collected. The Fund shall deliver to the Custo-
dian a certified resolution of the Board of Trustees of the
Fund approving, authorizing, and instructing the Custodian on
a continuous and on-going basis to deposit in the. Book-Entry
all Securities eligible for deposit therein and to utilize
the Book-Entry System to the extent possible in connection
with its performance hereunder, including, without limita-
tion, in connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries and
returns of Securities including, without limitation, in
connection with settlements of purchases and sales of Secu-
rities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository
will be represented in accounts which include only assets
held by the Custodian for customers, including, but not
limited to, accounts in which the Custodian acts In a fidu-
ciary or representative capacity.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for, the
account of the Fund, and shall disburse the same only:
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(a) In payment for Securities purchased, as pro-
vided in Article IV hereof;
(b) In payment of dividends or distributions as
provided in Article V hereof;
(c) In payment of original issue or other taxes,
as provided in Article VI hereof;
(d) In payment for capital stock of the Fund
redeemed by it, as provided in Article VI hereof;
(e) Pursuant to Certificates setting forth the
name and address of the person to whom the payment is to be
made, and the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement
of the expenses and liabilities of the Custodian, as provid-
ed in Article IX hereof.
3. Promptly after the close of business on each day
the Custodian shall furnish the Fund with confirmations and
a summary of all, transfers to or from the account of the
Fund hereunder during said day. Where Securities are trans-
ferred to the account of the Fund hereunder, the Custodian
shall also by book entry or otherwise identify as belonging
to the Fund a quantity of Securities in a fungible bulk of
Securities registered in the name of the Custodian (or its
nominee) or shown on the Custuodian's account on the books of
the Book-Entry System or the Depository. At least monthly
and from time to time, the Custodian shall furnish the Fund
with a detailed statement of the Securities and moneys held
for the Fund hereunder.
4. All Securities held for the Fund hereunder, which
are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities
held for the Fund hereunder may be registered in the name of
the Fund, in the name of any duly appointed registered nomi
nee of the Custodian as the Custodian may from time to time
determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their
nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to
hold or deliver in proper form for transfer, or to register
in the name of its registered nominee or in the name of the
Book-Entry System or the Depository any Securities which it
may hold hereunder for the account of the Fund and which may
from time to time be registered in the name of the Fund.
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The Custodian hold all such Securities which are not
held in the Book-Entry System or in the Depository in a
separate account in the name of the Fund physically segre-
gated at all times from those of any other person or
persons.
5. Unless otherwise instructed to the contrary by a
Certificate, the Custodian by itself, or through the use of
the Book-Entry System or the Depository with respect to
Securities therein deposited, shall with respect to all
Securities held for the Fund hereunder:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount
payable upon all Securities which may mature or be called
redeemed, or retired., or otherwise become payable;
(c) Surrender Securities in temporary form for
definitive Securities;
(d) Execute, as Custodian,, any necessary declara-
tions or certificates of ownership under the Federal Income
Tax Laws or the laws or regulations of any other taxing
authority now or hereafter in effect; and
(e) Hold directly, or through the Book-Entry Sys-
tem or the Depository with respect to Securities therein
deposited, for the account of the Fund all rights and
similar securities issued with respect to any Securities
held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authoriza-
tions, and any other instruments whereby the authority of
the Fund as owner of any Securities held hereunder may be
exercised;
(b) Deliver any Securities held for the Fund
hereunder in exchange for other Securities or cash issued or
paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of
any corporation,. or the exercise of any conversion privl-
lege;
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(c) Deliver any Securities held for the Fund
hereunder to any protective committee, reorganization com-
mittee or other person in connection with the reorganiza-
tion, refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive and hold
hereunder such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery; and
(d) Make such transfers or exchanges of the
assets of the Fund held hereunder and take such other steps
as shall be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation, reor-
ganization, merger, consolidation or recapitalization of the
Fund.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of Securities by the
Fund to be held hereunder, the Fund shall deliver to the
Custodian, a Certificate, Oral Instructions, or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities,
(b) the number of shares or the principal amount purchased
and accrued interest, if any, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total
amount payable upon such purchase, and (f) the name of the
person from whom or the broker through whom the purchase was
made. The Custodian shall upon receipt of Securities pur-
chased by or for the Fund pay out of the moneys held for the
account of the Fund hereunder the total amount payable to
the person from whom or the broker through whom the purchase
was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions, or Written Instructions.
2. Promptly after each sale of Securities by the
Fund held hereunder, the Fund shall deliver to the Custo-
dian, a Certificate, Oral Instructions, or Written Instruc-
tions, specifying with respect to each such sale: (a) the
name of the issuer and the title of the Security, (b) the
number of shares or principal amount sold, and accrued
interest, if any, (c) the date of sale, (d) the sale price
per unit, (e) the total amount payable to the Fund upon such
sale, and (f) the name of the broker through whom or the
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person to whom the sale was made. The Custodian shall
deliver the Securities upon receipt of the total amount pay-
able to the Fund upon such sale, provided that the same
conforms to the total amount payable as set forth in such
Certificate, Oral Instructions, or Written Instructions.
Subject to the foregoing, the Custodian may accept payment
in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the
customs prevailing among dealers in Securities.
ARTICLE V
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Board of Trustees, certified by the
Secretary or any Assistant Secretary, either (i) setting
forth the date of the declaration of a dividend or distri-
bution, the date of payment thereof, the record date as of
which shareholders entitled to payment shall be determined,
the amount payable per share to the shareholders of record
as of that date and the total amount payable to the Dividend
Agent of the Fund on the payment date, or (ii) authorizing
the declaration of dividends and distributions on a daily
basis and authorizing the Custodian to rely on a Certifi-
cate, Oral Instructions or Written Instructions settin-
forth the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be deter-
mined, the amount payable per share to the shareholders of
record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such resolu-
tion, Certificate, Oral Instructions, or Written Instruc-
tions, as the case may be, the Custodian shall pay out of
the moneys held for the account of the Fund hereunder the
total amount payable to the Dividend Agent of the Fund.
ARTICLE VI
SALE AND REDEMPTION OF SHARES OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any of its shares of
beneficial interest, it shall deliver to the Custodian a
Certificate duly specifying:
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(a) The number of shares sold, trade date, and
price, and
(b) The amount of money to be received by the
Custodian for the sale of such shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account
of the Fund.
3. Upon issuance of any shares of beneficial interest
in accordance with the foregoing provisions of this Article,
the Custodian shall pay, out of the money held for the
account of the Fund, all original issue or other taxes
required to be paid by the Fund in connection with such
issuance upon the receipt of a Certificate specifying the
amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its shares of beneficial
interest, it shall furnish to the Custodian a Certificate
specifying:
(a) The number of shares to be redeemed; and
(b) The amount to be paid for the shares to be
redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of shares of beneficial interest
received by the Transfer Agent for redemption and that such
shares are in good form for redemption, the Custodian shall
pay the Transfer Agent, out of the moneys held for the
account of the Fund the total amount specified in the
Certificate issued pursuant to the foregoing paragraph 4 of
this Article.
6. Notwithstanding the above provisions regarding the
redemption of any shares of beneficial interest of the Fund,
whenever such shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered
by the Fund, the Custodian, unless otherwise instructed by a
Certificate, shall, upon receipt of an advice from the Fund
or its agent setting forth that the redemption is in good
form for redemption in accordance with the check redemption
procedure, honor the check presented as part of such check
redemption privilege out of the money held in the account of
the Fund hereunder for such purposes.
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ARTICLE VII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by the Custodian for the
account of the Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in
a Certificate or Oral Instructions issued pursuant to Arti-
cle IV, or which results in an overdraft because moneys held
by the Custodian for the account of the Fund shall be insuf-
ficient to pay an amount payable pursuant to an adjustment
referred to in paragraph 1 of Article III hereof, or which
results in an overdraft or some other reason, or if the
Fund is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or
emergency purposes using Securities as collateral pursuant
to a separate agreement and subject to the provisions of
paragraph 2 of this Article VII), such overdraft or indebt-
edness shall be deemed to be a loan made by the Custodian to
the Fund payable on demand and shall bear interest from the
date incurred at a rate per annum (based on a 360-day year
for the actual number of days involved) equal to 1/2% over
Custodian's prime commercial lending rate in effect from
time to time, such rate to be adjusted on the effective date
of any change in such prime commercial lending rate but in
no event to be less than 6% per annum. In addition, the
Fund hereby agrees that the Custodian shall have a continu-
ing lien and security interest in and to any property at any
time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any
third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any
time to charge any such overdraft or indebtedness together
with interest, due thereon against any balance of account
standing to the Fund's credit hereunder on the Custodian's
books.
2. The Fund will cause to be delivered to the Custo-
dian by any bank (including, if the borrowing is pursuant to
a separate agreement, the Custodian) from which it borrows
money for investment or for temporary or emerency purposes
using Securities held hereunder as collateral for such
borrowings, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which
such bank will loan to the Fund against delivery of a stated
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amount of collateral. The Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to each
such borrowing: (a) the name of the bank, (b) the amount and
terms of the borrowing, which may be set forth by incorpo-
ration by reference an attached promissory note, duly
endorsed by the Fund, or other loan agreement, (c) the time
and date if known, on which the loan is to be entered into,
(d) the date on which the loan becomes due and payable, (e)
the total amount payable to the Fund on the borrowing date,
(f) the market value of Securities held hereunder to be
delivered as collateral for such loan, including the name of
the issuer, the title and the number of shares or the prin-
cipal amount of any particular Securities, and (g) a state-
ment specifying whether such loan is for investment purposes
or for temporary or emergency purposes and that such loan is
in conformance with the Investment Company Act of 1940 and
the Fund's prospectus. The Custodian shall deliver on the
borrowing date specified in a Certificate the specified col-
lateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the
loan, provided that the same conforms to the total amount
payable as set forth in the Certificate. The Custodian may,
at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall
deliver such Securities as additional collateral as may be
specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall
cause all Securities released from collateral status in
connection with a loan described in this paragraph to be
returned directly to the Custodian, and the Custodian shall
receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to
specify in a Certificate the name of the issuer, the title
and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation
to deliver any Securities.
ARTICLE VIII
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Declaration of Trust and as disclosed in its most recent and
currently effective prospectus to lend portfolio Securities
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held hereunder within 24 hours after each such loan of
portfolio Securities the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with
respect to each such loan: (a) the name of the issuer and
the title of the Securities, (b) the number of shares or the
principal amount loaned, (c) the date of loan and delivery,
(d) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of
collateral in cash or securities and the premium, if any,
separately identified, and (e) the name of the broker,
dealer, or financial institution to which the loan was
made. The Custodian shall deliver such Securities to be
loaned to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securi-
ties. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's
check payable to the order of the Fund or the Custodian
drawn on New York Clearing House funds and may deliver
Securities in accordance with the customs prevailing among
dealers in securities.
2. Promptly after each termination of a loan of
Securities by the Fund described in preceding paragraph 1 of
this Article VIII, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with
respect to each such loan termination and return of
securities: (a) the name of the issuer And the title of the
Securities to be returned, (b) the number of shares or the
principal amount to be returned. (c) the date of termina-
tion, (d) the total amount of collateral in cash or securi-
ties to be delivered by the Custodian (including the cash
collateral for such Securities minus any offsetting credits
as described in said Certificate), and (e) the name of the
broker, dealer, or financial institution from which the
Securities will be returned. The Custodian shall receive
all Securities returned from the broker, dealer, or xxxxx-
cial institution to which such Securities were loaned and
upon receipt thereof shall pay, out of the moneys held for
the account of the Fund hereunder the total amount payable
upon such return of Securities as set forth in the Certifi-
cate.
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ARTICLE IX
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custo-
dian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omis-
sion to act or otherwise, except for any such loss or damage
arising out of its own negligence or willful misconduct.
The Custodian may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel to the Fund
or of its own counsel, at the expense of the Fund, and shall
be fully protected with respect to anything done or omitted
by it in good faith in conformity with such advice or opin-
ion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or
any Depository arising by reason of any negligence, misfeas-
ance or willful misconduct on the part of the Custodian or
any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into,
and shall not be liable for:
(a) The validity of the issue of any Securities
purchased by or for the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
(b) The legality of the sale of any Securities by
or for the Fund, or the propriety of the amount for which
the same are sold;
(e) The legality of the issue or sale of any
shares of the Fund, or the sufficiency of the amount to be
received therefor;
(d) The legality of the redemption of any shares
of the Fund, or the propriety of the amount to be paid
therefor;
(e) The legality of the declaration or payment of
any dividend by the Fund;
(f) The legality of any borrowing by the Fund
using Securities as collateral; or
(g) The legality of any loan of portfolio
Securities pursuant to Article VIII of this Agreement, nor
shall the Custodian be under any duty or obligation to see
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to it that any cash collateral delivered to it by a broker,
dealer, or financial institution or held by it at any time
as a result of such loan of portfolio Securities of the Fund
is adequate collateral for the Fund aginst any loss it
might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation, shall not be
under, any duty or obligation periodically to check or notify
the Fund that the amount of such cash collateral held by it
for the Fund is sufficient collateral for the Fund, but such
duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are
lent pursuant to Article VIII of this Agreement makes
payment to it of any dividends or interest which are payable
to or for the account of the Fund during the period of such
loan or at the termination of such loan, provided, however,
that the Custodian shall promptly notify the Fund in the
event, that such dividends or interest are not paid and
received when due.
3. The Custodian shall not be liable for, or consid-
ered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the
payment of money, received by it on behalf of the Fund until
the Custodian actually receives and collects such money
directly or by the final crediting of the account represent-
ing the Fund's interest at the Book-Entry System or the
Depository.
4. The Custodian shall not be under any duty or obli-
gation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take
any action to effect payment or distribution by the Transfer
Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agree-
ment.
5. The Custodian shall not be under any duty or obli-
gation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in
default, or if payment is refused alter due demand or
presentation, unless and until (i) it shall be directed to
take such act on by a Certificate and (ii) it shall be
assured to its satisfaction of reimbursement of its costs
and expenses in connection with any such action.
6. The Custodian may appoint one or move banking
institutions as Depository or Depositories or as Sub-
Custodian or Sub-Custodians, including, but not liminited to,
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banking institutions located in foreign countries, of Secu-
rities and moneys at any time owned by the Fund, upon terms
and conditions approved in a Certificate.
7. The Custodian shall not be under any duty or obli-
gation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are
such as properly may be held by the Fund under the provi-
sions of its Articles of Incorporation.
8. The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian all out-of-pocket
expenses and such compensation as may be agreed upon from
time to time between the Custodian and the Fund. The Custo-
dian may charge such compensation and any expenses Incurred
by the Custodian in the performance of its duties pursuant
to such agreement against any money held by it for the
account of the Fund. The Custodian shall also be entitled
to charge against any money held by it for the account of
the Fund the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be
entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge
against the account of the Fund held hereunder include, but
are not limited to, the expenses of Sub-Custodians and
foreign branches of the Custodian incurred in settling
outside of New York City transactions involving the purchase
and sale of Securities of the Fund.
9. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received
by the Custodian and reasonably believed by the Custodian to
be a Certificate. The Custodian shall be entitled to rely
upon any Oral Instructions and any Written Instructions
actually received by the Custodian pursuant to Articles IV
or V hereof. The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof confirming such Oral
Instructions or Written Instructions in such manner so that
such Certificate or facsimile thereof is received by the
Custodian, whether by hand delivery, telecopier or other
similar device, or otherwise, by the close of business of
the same day that such Oral Instructions or Written Instruc-
tions are given to the Custodian. The Fund agrees that the
fact that such confirming Certificate or facsimile thereof
is not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the trans-
actions hereby authorized by the Fund. The Fund agrees that
the Custodian shall Incur no liability to the Fund in acting
upon Oral Instructions or Written Instructions given to the
Custodian hereunder concerning such transactions provided
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such instructions reasonably appear, to have been received
from an Authorized Person.
10. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property
of the Fund. Such books and records shall be prepared and
maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and
rules and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the rea-
sonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or
the Fund's authorized representative at the Fund's expense.
11. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Deposi-
tory and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from
time to time.
12. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims.,
losses and demands whatsoever, including autorney's fees,
howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pur-
suant to paragraph 6 of Article VI as part of any check
redemption privilege program of the Fund, except for any
such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.
13. The Custodian shall have no duties or responsibi-
lities whatsoever except such duties and responsibilities as
are specifically set forth in this Agreement, and no cove-
nant or obligation shall be implied in this Agreement
against the Custodian.
ARTICLE X
TERMINATION
1. Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in Writing
specifying the date of such termination, which shall be not
less than ninety (90) days after the date of giving of such
notice. In the event such notice is given by the Fund, it
- 15 -
shall be accopanied by a copy of a resolution of the Board
of Directors of the Fund, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement
and designating a successor custodian or custodians, each of
which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits.
In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the
Custodian a copy of a resolution of its Board of Trustees,
certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the
absence of such designation by the Fund, the Custodian may
designate a successor custodian which shall be a bank or
trust company having not less than $2,000,000 aggreate
capital, surplus and undivided profits. Upon the date set
forth in such notice this Agreement shall terminate, and the
Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the
successor custodian all Securities and moneys then owned by
the Fund and held by it as Custodian, after deducting all
fees,expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding para-
graph, the Fund shall upon the date specified in the notice
of termination of this Agreement and upon the delivery by
the Custodian of all Securities (other than Securities held
in the Book-Entry System which cannot be delivered to the
Fund) and moneys then owned by the Fund and held by the
Custodian hereunder be deemed to be Its own custodian and
the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the
duty with respect to Securities held in the Book Entry
System which cannot be delivered to the Fund to hold such
Securities hereunder in accordance with this Agreement.
ARTICLE XI
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
signed by two of the present Officers of the Fund, setting
forth the names and the signatures of the present Authorized
Persons. The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person
- 16 -
or in the events that other or additional Authorized Persons
are elected or appointed. Until such new Certificate shall
be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized Persons
as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund, setting
forth the names and the signatures of the present Officers
of the Fund. The Fund agrees to furnish to the Custodian a
new Certificate in similar form in the event any such
present Officer ceases to be an Officer of the Fund, or in
the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received,
the Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the
Officers as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing, author-
ized or required by this Agreement to be given to the Custo-
dian shall be sufficiently given if addressed to the Custo-
than and mailed or delivered to it at its offices at 00
Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such
other place as the Custodian may from time to time designate
in writing.
4. Any notice or other instrument in writing, autho-
rized or required by this Agreement to be given to the Fund
shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at 000 Xxxxx Xxx., Xxx
Xxxx, Xxx Xxxx 00000 or at such other place as the Fund may
from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and
approved by a resolution of the Board of Trustees of the
Fund.
6. This Agreement shall extend to and shall be bind-
ing upon the parties hereto, and their respective successors
and assigns; provided, however, that this agreement shall
not be assignable by the Fund without the written consent of
the Custodian, or by the Custodian without the written
consent of the Fund, authorized or approved by a resolution
of its Board of Trustees.
7. This Agreement shall be construed in accordance
with the takes of the State of New York.
- 17 -
8. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an
original, but such counterparts shall, together, constitute
only one instrument.
9. No shareholder, Trustee, officer, employee or
agent of the Fund shall be subject to any liability whatso-
ever to the Custodian in connection with the Fund's property
or the acts, obligations or affairs of the Fund and the Cus-
todian shall look solely to the Fund's property for satis-
faction of claims of any nature arising in connection with
the affairs of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers,
thereunto duly authorized, as of the day and year firts,
above written.
XXXXXXX XXXXX U.S.A. GOVERNMENT
RESERVES
By:
-------------------------------
Attest:
----------------------------
THE BANK OF NEW YORK
By:
-------------------------------
Attest
----------------------------
- 18 -
APPENDIX A
I, and I, ,
Secretary of XXXXXXX XXXXX U.S.A. GOVERNMENT RESERVES, an
unincorporated business trust organized under the laws of
the State of Massachusetts (the "Fund"), do hereby certify
that:
The following individuals have been duly authorized by
the Board of Trustees of the Fund in conformity with the
Fund's Declaration of Trust and By-Laws to give Oral
Instructions and Written Instructions on behalf of the Fund,
and the signatures set forth opposite their respective names
are their true and correct signatures:
Name Signature
--------------------------- ---------------------------
APPENDIX B
I, and I, ,
Secretary of XXXXXXX XXXXX U.S.A. GOVERNMENT RESERVES, an
unincorporated business trust organized under the laws of
the State of Massachusetts (the "Fund"), do hereby certify
that:
The following individuals have been duly authorized by
the Board of Trustees of the Fund in conformity with the
Fund's Declaration of Trust and By-Laws to give Oral
Instructions and Written Instructions on behalf of the Fund,
and the signatures set forth opposite their respective names
are their true and correct signatures
Name Signature
--------------------------- ---------------------------
