ASSIGNMENT OF AND AMENDMENT
TO CUSTODIAN AGREEMENT
dated as of February 28, 2005
(Relating to Commonwealth Cash Reserve Fund,
Federal Portfolio and SNAP(R) Fund)
Assignment and Amendment dated as of November 1, 2006 (this "Amendment"),
among COMMONWEALTH CASH RESERVE FUND, INC., a Virginia corporation (the "Fund"),
WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia") and U.S. BANK NATIONAL
ASSOCIATION ("U.S. BANK").
RECITALS
The Fund and Wachovia, are parties to that certain Custodian Agreement,
dated as of February 28, 2005, (the "Existing Agreement") and as amended by this
Amendment (the "Agreement") relating to the Commonwealth Cash Reserve Fund,
Federal Portfolio and SNAP(R) Fund portfolios (the "Portfolios"). Capitalized
terms used but not otherwise defined herein shall have the meanings given to
them in the Existing Agreement.
U.S. Bank purchased Wachovia's institutional custody business, as a part
of which Wachovia had performed all Agreement Services (as defined below)
pursuant to the terms and conditions of the Existing Agreement;
Effective as of the date of this Agreement (the "Effective Date") U.S.
Bank shall succeed Wachovia as Custodian under the Existing Agreement and
assumed duties regarding the Agreement Services (as defined below) pursuant to
the Agreement. In connection therewith the parties desire to provide for
Wachovia's performance of the Wachovia Services (as defined below) separate and
apart from Custodial Services (as defined below) pursuant to certain deposit
account arrangements between the Fund and Wachovia, and not pursuant to the
Agreement.
The Fund, Wachovia and U.S. Bank have determined, subject to the terms and
conditions of this Amendment, that the Existing Agreement be amended as set
forth herein to provide for the above-described revisions to its terms.
Accordingly, the Fund, Wachovia and U.S. Bank hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Agreement is hereby amended effective as of the Effective
Date, as follows:
SECTION 1. New Definitions. The following defined terms shall have the
respective meanings as follows:
"Agreement Services" shall mean all services, functions and activities
required to be performed, provided and/or undertaken by the Custodian for,
on behalf of or for the benefit of the Fund in connection with the
Portfolios, in accordance with the Existing Agreement, prior to the
Effective Date.
"Custodial Services" shall mean the Agreement Services, other than the
Wachovia Services, which U.S. Bank shall perform pursuant to the terms and
conditions of the Agreement.
"Retained Accounts" shall mean each deposit account established and
maintained from time to time by Wachovia, registered or titled in the name
of the Fund on behalf of the Portfolios for cash funds credited to the
applicable Portfolio from time to time, to receive, hold on deposit,
transfer and disburse such cash funds pursuant to the Agreement.
"Wachovia Services" shall mean the reporting, deposit, transfer and
disbursement services related to funds deposited to Retained Accounts,
which Wachovia shall perform pursuant to the terms and conditions of the
Existing Agreement and as herein set forth, and pursuant to the terms of
any separate account deposit, cash management, and earnings credit
arrangements if and to the extent established between Wachovia and the
Fund.
SECTION 2. Division of Services. U.S. Bank shall become the Custodian of
the securities and similar assets of the Fund (except for such assets of the
Fund that are held by Wachovia) and shall be responsible for the performance of
the Custodial Services under the terms of the Agreement from and after the
Effective Date (but not for the performance of Wachovia Services), and U.S. Bank
confirms that it has assumed all of the covenants and obligations of the
Custodian under, and agrees to the other terms and conditions of, the Agreement,
as such performance, covenants and other obligations of the Custodian with
respect to such services (other than with respect to Wachovia Services and
Retained Accounts) arise from and after the Effective Date. U.S. Bank shall
transfer cash funds to Wachovia for deposit in and receive cash funds transfers
from the Retained Accounts. U.S. Bank and Wachovia may utilize their funds
settlement interface to provide notices to Wachovia and advice to U.S. Bank of
such cash fund transfers. U.S. Bank shall use commercially reasonable efforts to
transfer to Wachovia for deposit in the Retained Accounts, uninvested cash funds
held by U.S. Bank as Custodian under the Agreement, to the extent available as
and when necessary to complete such transfer, prior to the close of business on
each business day.
SECTION 3. Performance of Wachovia Services; Transfers From and To U.S.
Bank. Wachovia shall perform directly for the Fund the Wachovia Services with
respect to each Retained Account, and shall be Custodian of the assets of the
Fund held in the Retained Accounts, from and after the Effective Date. Wachovia
shall be responsible for the performance of Wachovia Services under the terms of
the Agreement from and after the Effective Date (but not for the performance of
Custodial Services with respect to assets of the Fund held by U.S. Bank), and
Wachovia confirms that in providing such services it shall be subject to all of
the covenants and obligations of the Custodian under, and agrees to the other
terms and conditions of, the Agreement, as such performance, covenants and other
obligations of the Custodian with respect to such services (other than with
respect to Custodial Services relating to assets of the Fund held by U.S. Bank)
arise from and after the Effective Date. All transfers of cash funds related to
the Wachovia Services received from U.S. Bank pursuant to the Agreement shall be
deposited to the applicable Retained Accounts established on behalf of the Fund
with respect to the Portfolios. All other receipts and transfers of cash funds
related to Wachovia Services shall be credited to Retained Accounts pursuant to
the terms of Agreement. Cash funds received by Wachovia from any source that are
for subsequent use or disposition by U.S. Bank pursuant to the requirements of
the Agreement, shall be transferred from the Retained Accounts to U.S. Bank upon
Wachovia's receipt of instructions from U.S. Bank. As compensation for services
rendered by Wachovia from and after the Effective Date, the Fund shall pay
Wachovia the fees specified in Schedule B of the Existing Agreement under the
caption "CCRF Funds - Banking Services" (and any other fees payable by the Fund
in accordance with Schedule B shall be payable to U.S. Bank).
2
SECTION 4. Description of Retained Accounts. Each Retained Account shall
be established and maintained by Wachovia as a demand deposit account captioned
in the name of the Fund with respect to the applicable Portfolio in connection
with provision of the Wachovia Services and, except as provided herein, shall
not be transferred to or established by or subject to the control of U.S. Bank.
SECTION 5. Wachovia Reliance on Instructions. The Fund hereby acknowledges
that Wachovia will be acting in reliance on the information and instructions
received from U.S. Bank or the Fund in processing of transfers (deposits and
withdrawals) between the Retained Accounts and the custody accounts for the Fund
maintained by U.S. Bank or other accounts of the Fund or third parties. The Fund
expressly directs Wachovia to process such transfer instructions received from
U.S. Bank or the Fund.
SECTION 6. Release of Wachovia. Except with respect to the Wachovia
Services, Wachovia hereby is released from further performance of the Agreement
Services and Custodial Services, and from its other covenants and obligations
under the Agreement arising, from and after the Effective Date; provided,
however, that Wachovia shall not be so released with respect to and shall remain
responsible for, and U.S. Bank shall not assume, any liability arising from or
relating to the performance of Agreement Services prior to the Effective Date;
and further provided, that solely as between U.S. Bank and Wachovia this
Agreement shall not operate as an amendment or waiver of any of the terms of or
obligations each party may owe the other party pursuant to the operative
documents that govern the sale to U.S. Bank by Wachovia Corporation of its
institutional custody business.
SECTION 7. Transfer of Files, Documents and Systems. Wachovia has
transferred and delivered as of the date hereof, to U.S. Bank all files,
documents, data, processing systems and other information (in electronic media
and/or printed form) related to the Portfolios required for U.S. Bank to fully
provide Custodial Services in the same manner with respect to the Portfolios as
provided by Wachovia pursuant to the Existing Agreement.
SECTION 8. Modification of Existing Agreement. Except as modified herein,
the provisions of the Existing Agreement shall remain in effect from and after
the Effective Date and shall be applied, in all respects to implement and give
full, controlling effect to the amendments contained herein, and shall be read
together with this Amendment to so constitute the Agreement. Without limiting
the effect of the foregoing sentence, from and after the Effective Date, all
references in the Existing Agreement to the Custodian shall be deemed to mean
U.S. Bank, other than in connection with duties, rights and functions related to
the Retained Accounts and other than Wachovia Services, and as to such duties
rights and functions related to the Retained Accounts and Wachovia Services, all
references in the Existing Agreement to the Custodian shall be deemed to mean
Wachovia.
3
SECTION 9. Representations and Warranties. Each of Wachovia and U.S. Bank
separately hereby represents and warrants to the Fund that it is in compliance
with all terms and provisions set forth in the Agreement on its part to be
observed or performed, and that no default has occurred or is continuing on its
part under the Agreement.
SECTION 10. Limited Effect. Except as expressly amended and modified by
this Amendment, the provisions of the Existing Agreement shall remain in full
force and effect as terms of the Agreement.
SECTION 11. Counterparts. This Amendment may be executed by each of the
parties hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.
SECTION 12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
IN WITNESS WHEREOF, the parties have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.
COMMONWEALTH CASH U.S. BANK NATIONAL ASSOCIATION,
RESERVE FUND, INC. as U.S. Bank
FUND, as the Fund
By _________________________________ By _______________________________
Name: Name:
Title: Title:
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Wachovia
By _________________________________
Name:
Title:
4
