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FINANCIAL AGENCY AGREEMENT

for

CUSTODIAN SERVICES

for 

FOR A PORTFOLIO OF ASSETS

This Financial Agency Agreement (FAA) is entered into as of December 1, 2017 (Effective

Date), by and between the U.S. Department of the Treasury (Treasury), and The Bank of New 

York Mellon (Financial Agent). 

Recitals

The Treasury is authorized to use financial agents for the Troubled Asset Relief Programs 

(TARP) under Section 101(c)(3) of the Emergency Economic Stabilization Act of 2008 (EESA), 

for the Small Business Lending Fund (SBLF) program under Section 4104(3) of the Small 

Business Jobs Act of 2010 (SBJA), and for the New Issue Bond Program (NIBP) under the 

National Bank Acts of 1863 and 1864 (together Treasury Programs). 

In furtherance of its statutory role in managing public funds and executing other financial

authorities, the Treasury designates qualified Financial Institutions as depositaries and financial

agents of the United States to provide specified services in a fiduciary capacity.

The Treasury has determined that it is in the interests of the United States to designate the

Financial Agent to perform the custodian services described herein.

The Financial Agent desires to serve as a financial agent of the United States under the terms and 

conditions contained herein. 

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the Treasury and the Financial Agent agree as follows. 

1. Designation and authorization

Pursuant to the authority of the Secretary of the Treasury under the statutes identified above, the 

Treasury hereby designates and authorizes the Financial Agent to act as a financial agent of the 

United States under the terms and conditions of this FAA to perform certain services as more 

fully described in Exhibit A. The Financial Agent understands and acknowledges that the scope 

and provision of agent services for this designation are distinct from, and in no way overlap with, 

the scope and provision of agent services for other financial agency designations, and that 

compliance with and compensation under this FAA must be administered separately from other 

financial agency agreements between the Financial Agent and the Treasury.
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2. Term

A. The initial term of this FAA is for 5 years from the Effective Date and shall expire on 

December 1, 2022, unless terminated earlier by the Treasury pursuant to the provisions hereof. 

B. The Treasury shall have the right and option to extend the term of this FAA beyond the 

initial expiration date for a total of 5 consecutive one-year extensions. The Treasury may 

exercise any such extension option by giving written notice to the Financial Agent at least 60 

calendar days prior to the end of the then current term. In the event any such extension option is 

exercised by the Treasury, this FAA shall continue in full force and effect for the term of the 

extension. 

C. The Financial Agent acknowledges that the services provided under this FAA are vital to the 

United States and must continue without interruption during any transition period if the Treasury

decides to use a different entity to perform such services in the future, if the Treasury decides to 

perform such services itself, or if termination requires an orderly shutdown of services. To 

provide for such a transition, the Treasury shall have the right to extend the term of this FAA 

beyond any expiration date for a period not to exceed 1 year. The Treasury may exercise such 

option by giving written notice of such extension to the Financial Agent prior to the end of the 

then current term. The Treasury will use reasonable efforts to provide such written notice at 

least 30 calendar days prior to the end of the then current term. The Treasury may reduce the 

number or extent of services to be provided by the Financial Agent during any such transition 

period. The Treasury agrees that it will work diligently to transfer or shutdown the services 

performed hereunder as soon as reasonably possible.

D. The Financial Agent agrees to cooperate with the Treasury and/or any successor custodians

and infrastructure providers and to provide such services as are necessary to ensure an effective 

and orderly transfer or shutdown of services, functions, records, and data during the transition 

period. If the Treasury appoints any successor custodians and infrastructure providers, the 

Financial Agent shall deliver to such successors, duly endorsed and in the form for transfer, all 

securities, loan or other documents, funds, and other assets then held by it pursuant to this FAA. 

If no successor is appointed, the Financial Agent shall, in like manner, upon receipt of 

instructions from the Treasury, deliver to the Treasury such securities, loan documents, funds 

and other assets. 

3. Services to be provided by Financial Agent 

A. The Financial Agent shall perform the services required under this FAA, as more fully 

described in Exhibits A and C, in accordance with the practices, professional standards of care, 

and degree of attention used in a well-managed operation, and no less than that which the

Financial Agent exercises for itself. The Financial Agent shall use qualified individuals with 

suitable training, education, experience and skills to perform the services.

B. The Financial Agent shall ensure that all employees of the Financial Agent and its contractors 

providing services under this FAA are United States citizens-performing their work in the United 

States and the operation and maintenance of all systems and databases used in providing services
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under this FAA are in the United States, unless specifically authorized by the Treasury in 

writing. On a quarterly basis, the Financial Agent shall self-certify to the Treasury that the 

Financial Agent remains in compliance with the Treasury-approved employment eligibility 

requirements, in the form set forth in Exhibit G.

C. The Treasury may, in its sole discretion, modify, add to, or reduce the specific services 

required under the general scope of this FAA by providing written notice to the Financial Agent. 

If any such modification, addition or reduction causes an increase or decrease in the cost of, or 

the time required for, performance of any service required by this FAA, the Treasury and the 

Financial Agent will negotiate an equitable adjustment in the price of the service or other terms 

of performance. 

D. The Treasury may periodically issue instructions through bulletins, letters, or other 

communications, consistent with this FAA, which will further describe or clarify the scope of the 

duties and services of the Financial Agent under this FAA. To the extent that any such 

instructions are inconsistent with the terms of this FAA or would constitute a material change in 

the terms or scope of services under this FAA, the terms of this FAA shall govern unless 

otherwise specified by the Treasury. 

E. The Financial Agent shall keep the Treasury informed of changes in technology and business 

methods that might allow the Financial Agent to perform its services under this FAA in a more 

efficient or cost effective manner. 

4. Compensation

 

A. The Treasury shall compensate the Financial Agent for services in accordance with Exhibit 

B, as amended from time to time. 

B. The Treasury does not guarantee any set quantity of transactions, minimum volume of assets 

or business, or level of compensation to the Financial Agent and shall not adjust compensation 

on the basis that volumes or quantities did not meet the Financial Agent’s expectations.

C. The Financial Agent shall maintain complete and accurate records of and supporting 

documentation for the amounts billable to the Treasury, and payments made by the Treasury. 

Such records and documentation shall be produced and maintained separately from any similar 

records related to other financial agency agreements between the Financial Agent and the 

Treasury. The Financial Agent shall follow generally accepted accounting principles (GAAP)

when recording or reporting any such administrative accounting of the services provided under 

this FAA. The Financial Agent agrees to provide the Treasury with documentation and other 

information with respect to any amounts billed to the Treasury as may be reasonably requested 

by the Treasury. 

D. The Treasury may deduct from any amount to be paid to the Financial Agent any amount that 

the Financial Agent is obligated to reimburse or pay to the Treasury. 
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E. Except as set forth in Exhibit B, the Financial Agent shall perform all of the services and 

obligations required to be performed, pursuant to this FAA, at its sole expense.

5. Financial Agent’s fiduciary duty

The Financial Agent acknowledges and agrees that it owes a fiduciary duty of loyalty and fair 

dealing to the United States when acting as a financial agent of the United States. The Financial 

Agent agrees to act at all times in the best interests of the United States when carrying out its 

responsibilities under this FAA and in all matters connected with this agency relationship. The 

Financial Agent acknowledges and agrees that its fiduciary duties under this FAA include, but 

are not limited to, the following:

- to perform its obligations with care, competence, and diligence; 

- to construe the terms of this FAA and any related instructions from the Treasury in a 

reasonable manner to serve the purposes and interests of the United States; 

- to use any Sensitive Information (as defined in Section 6 B) or assets of the United 

States received or developed in connection with this FAA solely for the purposes of 

fulfilling its duties to the Treasury and not for its own commercial purposes or for those 

of a third party; and

- to comply with 31 CFR Part 31, as may be amended from time to time, and with all 

conflict of interest, non-disclosure, and information barrier obligations and restrictions, 

and all conflict of interest mitigation measures, fully and in good faith, as set forth in this

FAA; and

- to act only within the scope of its actual authority and to comply with all lawful 

instructions or directions received from the Treasury. 

6. Non-public Information

A. The Financial Agent shall take appropriate measures to ensure the confidentiality of the 

nonpublic information and to prevent its inappropriate use, and shall document these measures in 

sufficient detail to demonstrate compliance. Nonpublic Information is defined as any information 

that the Treasury provides to the Financial Agent pursuant to this FAA, or that the Financial 

Agent obtains or develops pursuant to this FAA, until the Treasury determines the information is 

otherwise and informs the Financial Agent of such determination in writing, or until the 

information becomes part of the body of public information from a source other than the 

Financial Agent. Nonpublic Information includes, but is not limited to, information about the 

Treasury’s business, economic, and policy plans, financial and asset information, trade secrets, 

information subject to the Privacy Act, personally identifiable information (PII), and Sensitive 

Information. This definition includes trade secret or other information protected by the Trade 

Secrets Act and may include other information designated by the Treasury or as defined by other 

Federal Government sources not mentioned above. 
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B. Sensitive Information is defined as any information received in connection with the FAA for 

which the loss, misuse, or modification of, or unauthorized access to, such information could 

adversely affect the national interest or the conduct of Federal programs, or the privacy of 

individuals that they are entitled to under the Privacy Act. 

C. PII means any information received in connection with the FAA about an individual, 

including, but not limited to, education, financial transactions, medical history, and criminal or 

employment history and information which can be used to distinguish or trace an individual’s 

identity, such as their name, social security number, date and place of birth, mother’s maiden 

name, biometric records, etc., including any other personal information which is linked or 

linkable to an individual. This definition includes information for which the loss, misuse, or 

modification of, or unauthorized access to, such information could adversely affect the privacy 

that individuals are entitled to under the Privacy Act.

D. The Financial Agent shall use Nonpublic Information, as defined herein, solely for the 

purposes of fulfilling its duties under this FAA and not for its own commercial purposes or for 

those of a third party. The Financial Agent may disclose such Nonpublic Information only to 

those employees of the Treasury or the Financial Agent or its affiliates or contractors, who have 

a legitimate need to know the information to assist in the proper performance of services 

required by this FAA, consistent with 31 CFR Part 31 and with the conflict of interest mitigation 

and information barrier measures identified in Exhibit F. The Financial Agent shall require any 

affiliate or contractor that provides services under this FAA to agree in writing to confidentiality 

obligations substantially the same as those in this FAA.

E. The measures required by this Section to protect Nonpublic Information shall include, but are 

not limited to, (i) security measures to prevent unauthorized access to facilities and storage 

containers where Nonpublic Information is stored, (ii) security measures to detect and prevent 

unauthorized access to computer equipment and data storage devices that store or transmit 

Nonpublic Information, in accordance with Section 9, (iii) training to ensure that persons 

receiving Nonpublic Information know their obligations to maintain its confidentiality and to use 

it solely for purposes contemplated by this FAA, and (iv) programs designed to ensure 

compliance with Federal securities laws, including laws relating to insider trading.

F. The Treasury may periodically issue other policy statements or guidance to clarify the 

Financial Agent’s obligations regarding Nonpublic Information. If the Financial Agent has any 

questions on the designation or proper handling of Nonpublic Information, it shall immediately 

seek clarification from the Treasury whose decision shall be binding upon the Financial Agent.

G. The Financial Agent’s agreement with respect to Nonpublic Information is a continuing one 

that shall survive the termination or expiration of this FAA. However, the Financial Agent shall 

not be required to protect Nonpublic Information that is lawfully disclosed independent of the 

Financial Agent and is in the public domain.

 

H. The Financial Agent shall strictly enforce the terms of confidentiality agreements it has with 

its employees, affiliates, and contractors that provide services under this FAA. In addition, the 

Financial Agent shall ensure that each employee of the Financial Agent and all affiliate and 
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contractor personnel to whom Nonpublic Information is or may be disclosed review and sign a 

Non-Disclosure Agreement containing substantially the provisions and obligations in Exhibit E.

I. Notwithstanding the requirements of this Section, the Financial Agent may disclose 

Nonpublic Information if required pursuant to a lawful court order or valid subpoena, or if 

required by a federal regulatory or supervisory authority, or if required by a body duly charged 

with oversight of the Treasury Programs, including the Government Accountability Office, the 

Special Inspector General for the Troubled Asset Relief Program (SIGTARP) created under 

EESA, and the Treasury Office of the Inspector General, after giving prior notice to the Treasury 

to the extent legally permissible and, if not then legally permissible, as soon as it becomes legally 

permissible to do so. 

7. Breaches of Nonpublic Information

A. The Financial Agent shall immediately notify the Treasury of any discovered or suspected 

breaches of Nonpublic Information that may occur while handling Treasury data, whether paper 

or electronic, including unauthorized access, use, disclosure, or loss of Nonpublic Information. 

Such immediate notification should occur whether before or after regular business hours or on a 

weekend or holiday and should not be delayed as the Financial Agent researches or confirms the 

particular details on an incident or suspected incident.

B. In response to a reported breach of Nonpublic Information, the Treasury may request the 

Financial Agent to conduct an investigation and report detailed findings as to the cause and 

impact of the breach as well as the remediation taken. As determined by the Treasury after 

reviewing any investigation conducted by the Financial Agent, the Financial Agent may be liable 

and may be required to reimburse the Federal Government or any affected individual for any 

costs, expenses, or damages which result from the fraud, theft, willful misuse or negligence of 

the Financial Agent or its employees, affiliates, or contractors with respect to the handling and 

maintenance of Nonpublic Information. 

C. The Financial Agent must ensure that all of its employees and affiliate and contractor

personnel impacted by this Section receive the proper education and guidance.

8. Privacy Act 

The Treasury may determine that, in connection with the services provided under this FAA, the 

Financial Agent has obtained or developed a system of records as defined under the Privacy Act 

of 1974, 5 U.S.C. § 552a. For purposes of the Privacy Act, when a Government agency 

delegates the development, operation or maintenance of a system of records on individuals to 

accomplish an agency function, the person that operates the system is bound by the Privacy Act 

as if such person were an employee of the agency. Violations of the Privacy Act may involve 

the imposition of criminal penalties. If the Treasury makes such a determination, it shall so 

notify the Financial Agent. After receiving such notice, the Financial Agent shall promptly 

provide training to all of its officers, employees, affiliates, and contractors with access to such 

system of records on the duties and responsibilities imposed on them by the Privacy Act and by 

applicable regulations and guidance, including the potential penalties for wrongful disclosure. 
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9. Information technology security

A. The Financial Agent shall develop, maintain, enforce, and at least annually review for 

effectiveness, information technology security measures designed to ensure the (i) availability, 

(ii) access controls, and (iii) integrity of any systems, databases, or data stores containing or 

processing Nonpublic Information. 

B. The availability measures shall be designed to ensure such systems, databases, or data stores 

are available for operation and use to support the services required under this FAA. The access 

control measures shall be designed to ensure such systems, databases, or data stores are 

protected against unauthorized access and use. The integrity measures shall be designed to 

ensure that systems processes and storage and retrieval of Nonpublic Information in databases or 

data stores are complete, accurate, and protected against unauthorized modification.

C. Within ninety days of the Effective Date of this FAA, and on June 1 of each year thereafter 

that this FAA is in effect, the Financial Agent shall submit to the Treasury for review and 

approval the specific information technology security measures set out in the Information 

Technology Security Certification, attached hereto as (Exhibit H).

10. Personnel security

A. The Treasury will rely on the Financial Agent’s personnel security screening standards. The 

Financial Agent shall ensure that all employees and affiliate or contractor personnel who have 

access to Nonpublic Information in connection with this FAA have appropriate personnel 

security background checks. 

B. The Financial Agent shall provide the Treasury with a listing of all such background 

investigative requirements (e.g., FBI fingerprint check, police check, credit check, verification of 

lawful permanent resident status, etc.). The Treasury may request additional personnel security 

checks. 

C. Consistent with Section 3B, all Financial Agent employees and contractor personnel who 

have access to Nonpublic Information must be United States citizens performing their work in 

the United States, unless specifically authorized by the Treasury in writing.

11. Conflict of interest mitigation and information barriers

A. Consistent with Exhibit F, the Financial Agent and its affiliates and contractors that provide 

services under this FAA shall adequately segregate personnel or employ suitably robust internal 

controls designed to ensure that the Financial Agent’s personnel and those of its affiliates and 

contractors performing services under this FAA do not divulge Nonpublic Information regarding 

the Treasury’s portfolio to other personnel involved with the Financial Agent’s or its affiliate’s 

or contractor’s activities, including but not limited to trading, brokerage, sales, or asset 

management activities, that may conflict with its duties owed to the Treasury. No Nonpublic 

Information related to the management of the Treasury’s portfolio shall be revealed to such other 
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personnel, except as required by law, or as required for internal senior management or legal 

purposes consistent with the Financial Agent’s duties owed to the Treasury. 

B. As part of its obligation to comply with the conflicts of interest requirements of this FAA, the 

Financial Agent shall implement the conflicts of interest mitigation and information barrier 

measures set forth in Exhibit F throughout the term of this FAA.

12. Employee codes of conduct and ethics

The Financial Agent must establish policies and procedures reasonably designed to assist all 

individuals performing services under this FAA to comply with applicable laws and regulations, 

and to comply with requirements for the disclosure and the avoidance, mitigation, or 

neutralization of any actual or potential personal conflicts of interest, consistent with the 

provisions of Exhibit F. The Financial Agent must have in place policies and procedures 

establishing a Code of Conduct and a Code of Ethics. 

13. Representations and warranties 

The Financial Agent represents and warrants to the Treasury the following, the truth and 

accuracy of which are a continuing obligation of the Financial Agent:

A. The Financial Agent is an institution established and regulated under the laws of the 

United States or any state, territory, or possession of the United States and having 

significant operations in the United States.

B. The Financial Agent has full corporate power and authority to enter into, execute, and 

deliver this FAA and to perform its obligations hereunder.

C. The Financial Agent has obtained or made all governmental approvals or registrations 

required under law to authorize the performance of its obligations under this FAA. The 

Financial Agent is not aware of any legal or financial impediments to performing its 

obligations under this FAA that it has not disclosed in writing to the Treasury. 

D. The Financial Agent is not delinquent on any Federal tax obligation or any other debt 

owed to the United States or collected by the United States for the benefit of others.

E. The Financial Agent is not on any Federal excluded parties, debarment, or suspension 

lists. 

F. The Financial Agent is not subject to any pending or current legal, regulatory or 

enforcement actions that could impair the Financial Agent’s ability to provide any 

services under this FAA, or that could in any way pose a reputational risk to the Treasury 

or the Financial Agent.

G. The Financial Agent has or shall promptly obtain all required licenses, bonding, facilities, 

equipment, and trained personnel to perform its obligations under this FAA. 
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H. The Financial Agent owns or is licensed to use software programs and data processing 

hardware that are necessary for it to perform its obligations under this FAA, and to the 

best of its knowledge such software programs and data processing hardware do not 

infringe upon or constitute an infringement on or misappropriation of any valid United 

States patent, copyright, trademark, trade secret, or other proprietary rights of any third 

party. 

I. The Financial Agent agrees to comply with regulations on conflicts of interest and other 

matters at 31 CFR Part 31, as may be amended from time to time, as well as more 

stringent provisions that may be imposed by this FAA. In addition, the Financial Agent 

covenants to disclose all actual or potential organizational conflicts of interest, including 

conflicts with the interests of any corporate parents, affiliates, and subsidiaries, and of 

any contractors providing services under this FAA, and to avoid, mitigate, or neutralize to 

the extent feasible and to the Treasury’s satisfaction any personal or organizational 

conflicts of interest that may be identified by the Treasury or the Financial Agent, 

consistent with the conflicts mitigation measures set forth in Exhibit F. 

J. If doing other business with the Treasury or another Federal agency, the Financial Agent 

is not in any kind of probationary status, and is addressing and resolving any identified 

deficiencies in performance.

K. The Financial Agent covenants to disclose to the Special Inspector General for the 

Troubled Asset Relief Program (SIGTARP) created under EESA and the Treasury Office 

of the Inspector General, any credible evidence in connection with the designation, 

services, or closeout of this FAA, that a management official, employee, affiliate, or 

contractor of the Financial Agent has committed (a) a violation of Federal criminal law 

involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the 

United States Code, or (b) a violation of the civil False Claims Act (31 U.S.C. §§ 3729-

3733). 

L. The Financial Agent covenants to disclose any other facts or information that the 

Treasury should reasonably expect to know about the Financial Agent and its affiliates 

and contractors to help protect the reputational interests of the Treasury and the Financial 

Agent providing services for the Treasury under this FAA. 

The Financial Agent shall sign an annual certification and deliver it to the Treasury on June 1 of 

each year this FAA is in effect, in the form set forth in Exhibit D. Furthermore, the Financial 

Agent shall immediately notify the Treasury if any representation or warranty made by the 

Financial Agent herein is or becomes materially false, incorrect, or incomplete, as set forth in 

Section 19 (Notice to the Treasury).
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14. Use of affiliates and contractors 

A. The Treasury authorizes the Financial Agent to use its corporate affiliates, including but not 

limited to The Bank of New York Mellon Trust Company, N.A., BNY Mellon, N.A., BNY 

Mellon Trust of Delaware, Colson Services Corp., BNY Trust Company of Canada, Mellon 

Analytical Solutions, LLC, iNautix Technologies India Private Limited , Eagle Investment 

Systems LLC, and BNY Mellon International Operations (India) Private Ltd, and Pershing, LLC 

to perform services under this FAA provided that the Financial Agent shall be fully accountable 

for any acts or omissions of an affiliate, as if such acts or omissions were its own, provided that 

such use is in accordance with Section 3B. The Financial Agent shall use only its own 

employees and employees of corporate affiliates to perform services under this FAA, unless the 

Financial Agent obtains the prior written consent of the Treasury to use contractors to perform 

such services. The Treasury may approve or reject any contractor in its sole discretion. The 

Treasury shall have the right to impose requirements for any such contractor including, without 

limitation, requirements relating to the location of the contractor’s offices, the citizenship of the 

contractor’s employees, and the contractor’s physical and data security systems. 

B. The Financial Agent must execute any agreement with a contractor in its own name and not 

on behalf of the United States or the Treasury, and any such contractor does not become a 

subcontractor, agent, or subagent of the Treasury. The Treasury shall not be deemed a party to 

any arrangement or agreement the Financial Agent may enter into with another entity to perform 

any services under this FAA. The Treasury will not be liable for any payment to any entity other 

than the Financial Agent. 

C. The Financial Agent is responsible for the supervision and management of any affiliate or 

contractor that assists in the performance of services under this FAA. The Financial Agent shall 

remove and replace any affiliate or contractor that fails to perform. The Financial Agent shall 

ensure that all of its affiliates and contractors comply with the terms and provisions of this FAA. 

The Financial Agent shall be responsible for the acts or omissions of its affiliates and contractors

as if the acts or omissions were by the Financial Agent.

15. Reviews and audits 

 

A. The Treasury, the Treasury Office of the Inspector General, the Special Inspector General for 

the Troubled Asset Relief Program (SIGTARP), the Government Accountability Office, and 

other entities as authorized by the Treasury shall have the right during normal business hours to 

conduct announced and unannounced onsite and offsite physical, personnel and information 

technology testing, security reviews, and audits of the Financial Agent, and to examine all books 

and records related to the services provided and compensation received under this FAA. The 

Financial Agent shall be responsible for implementing corrective actions associated with such 

testing, reviews, or audits as directed by the Treasury.

16. Internal control program

A. The Financial Agent shall develop, enforce, and at least annually review for effectiveness, an 

internal control program designed to ensure effective delivery of the services under this FAA as 
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set forth in Exhibit A. The internal control program must include documentation of the control 

objectives for major activities, the associated control techniques, and mechanisms for testing and 

validating the controls.

B. In conjunction with the internal control program, the Financial Agent shall provide the 

Treasury with an annual service auditor’s report based on standards issued by the Auditing 

Standards Board of the American Institute of Certified Public Accountants (AICPA) or, at the 

sole discretion of the Treasury, the results of alternative auditing procedures covering the 

services provided by the Financial Agent to the Treasury.

17. Intellectual property rights

A. For purposes of this Section, the following definitions apply:

“Business Methods” means any ideas, concepts, designs, practices, and business methods

created by the Financial Agent or its affiliates or contractors, jointly or independently, after 

December 1, 2017, expressly for the purpose of providing the services under this FAA.

“Data” means any recorded information, regardless of form or the media on which it may 

be recorded, regarding any of the services described in this FAA. 

“Federal Government” means any Federal Government department, agency, bureau, 

corporation or instrumentality, or any Federal Reserve Bank. 

“Unlimited Rights” means perpetual rights to, without limitation, use, copy, maintain, 

modify, enhance, disclose, reproduce, prepare derivative works, and distribute, in any manner 

and for any purpose and to permit others to do so. 

B. For use within the Federal Government, the Treasury shall have exclusive Unlimited Rights 

to Business Methods and may use them for any purpose within the Federal Government’s 

authority. For use outside the Federal government, the Treasury shall have non-exclusive 

Unlimited Rights to the Business Methods and may use them for any purpose within the 

Treasury’s authority. 

C. Except as otherwise provided herein or prohibited by law, the Treasury shall have nonexclusive Unlimited Rights to all data produced or developed, or obtained without third party 

restriction, by the Financial Agent or its affiliates or contractors for the purpose of providing 

services under this FAA. If requested, such data shall be made available to the Treasury in 

industry standard useable format. 

D. In accordance with 28 U.S.C. § 1498, the Treasury hereby authorizes and consents to all use, 

manufacture, and production of any invention, product or work described in and covered by a 

United States patent or copyright by the Financial Agent or any affiliate or contractor of the 

Financial Agent in the performance of this FAA. 
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18. Liability of Financial Agent

A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial 

Agent results in a delay in processing or transferring funds to the Treasury, or in delivering 

transaction information that prevents the Treasury from making use of funds, the Financial Agent 

is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury

may reconsider any liability claim against the Financial Agent if the Treasury, in its sole 

discretion, determines that any delay arose out of causes beyond the control and without the fault 

or negligence of the Financial Agent. 

B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the 

Treasury for (i) any action taken or omitted in what the Financial Agent believes in good faith to 

be the proper performance of its duties; (ii) any decisions or failures by an Asset Manager, 

provided that this provision shall not constitute a waiver of any rights the Treasury may have 

under Federal securities or other laws; (iii) acts or omissions of a broker, a clearing agency 

which acts as securities depository, or an entity providing a book-entry system for the central 

handling of securities; (iv) errors by the Treasury or an Asset Manager in data or instructions 

provided to the Financial Agent; (v) any action taken or omitted by its reliance on the receipt of 

electronic transmissions with the proper security codes or passwords that the Financial Agent 

reasonably believes to be from the Treasury or an Asset Manager; (vi) any property received by 

the Treasury and not delivered to the Financial Agent; (vii) any untimely exercise of any tender, 

exchange or other right or power in connection with securities or other Treasury property held by 

it, unless (a) it is in actual or effective possession of such securities or property and (b) it 

receives proper instructions with regard to the exercise of any such right or power, and both (a) 

and (b) occur at least three business days prior to Financial Agent’s deadline date to exercise 

such right or power; (viii) the title, validity or genuineness, including good deliverable form, of 

any property or evidence of title thereto received by it or delivered by it pursuant to this FAA; 

(ix) events beyond the control of the Financial Agent and which cannot be avoided or mitigated 

by the exercise of expected diligence, care, and contingency planning; and (x) asset or securities 

valuations provided by pricing services or contractors, or through software products, with the 

Treasury hereby acknowledging that such valuations are not verified by the Financial Agent and 

may be based on calculated amounts rather than actual market transactions and the variance 

between such calculated amounts and actual market values may or may not be material.

C. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs 

which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence of 

the Financial Agent or its affiliates or contractors, or from the Financial Agent’s or its affiliate’s 

or contractor’s breach of a fiduciary duty.

D. The Financial Agent may be liable for costs, expenses, or damages associated with a breach 

of Nonpublic Information as set forth in Section 7. 

E. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an 

investigation of the Financial Agent’s actions by the Treasury or another entity may be required. 

If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs 
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and expenses of any such investigation to the extent that such costs and expenses are reasonably 

documented. 

19. Notice to the Treasury

The Financial Agent shall promptly notify the Treasury if (i) the Financial Agent becomes aware 

of any loss, damage, investigation, action, proceeding, or claim related to its performance under 

this FAA that may have a material adverse effect on the Treasury or the United States or that 

may damage the public’s trust in the operations of the Treasury, (ii) the Financial Agent breaches 

any material obligation or condition of this FAA, or (iii) any representation or warranty made by 

the Financial Agent herein ceases to be true. 

20. Defaults

The following, as solely determined by the Treasury, constitute events of default by the Financial 

Agent under this FAA:

A. The Financial Agent fails to perform or comply with any of its material obligations under this 

FAA.

B. The Financial Agent or any of its employees, affiliates, or contractors commits a negligent, 

willful, or reckless act in connection with services or activities under this FAA. 

C. The Financial Agent breaches a fiduciary duty to the United States with respect to its 

responsibilities under this FAA.

D. Any representation or warranty made herein by the Financial Agent is or becomes materially 

false, incorrect, or incomplete. 

E. The Financial Agent is or becomes delinquent on any Federal tax obligation or any other debt 

owed to the United States Government or collected by the United States for the benefit of 

others.

F. The Financial Agent becomes insolvent or a receiver, liquidator, trustee, conservator, or 

other custodian is appointed for the Financial Agent. 

G. The Financial Agent is in default under any other agreement between the Financial Agent 

and the Treasury or any bureau of the Treasury. 

21. Remedies for default

The Treasury may take any, all, or none of the following actions in the event of a default by the 

Financial Agent under this FAA: 
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A. The Treasury may terminate this FAA and cease its performance hereunder. If this FAA is 

terminated, the designation and authorization of the Financial Agent for purposes of 

providing the services under this FAA are automatically revoked.

B. The Treasury may reduce the scope of services under this FAA and cease a portion of its 

performance hereunder. If the scope of this FAA is reduced, the authorization of the 

Financial Agent for purposes of providing the discontinued services under this FAA is 

automatically revoked.

C. The Treasury may revoke the Financial Agent's designation as a financial agent for the 

United States, encompassing this FAA and any other financial agency agreements with the 

Treasury, which shall be deemed terminated as of the effective date of such revocation. 

D. The Treasury may declare any other agreement between the Financial Agent and the 

Treasury to be in default. 

E. The Treasury in its sole discretion may put a Financial Agent on probation for failing to 

perform satisfactorily a service (or services) delineated in this FAA. Probation means that 

the Treasury will withhold some or all of the Financial Agent’s compensation until in the 

Treasury’s determination the Financial Agent has cured the non-performance issues. The 

Treasury reserves the right to consider other measures in addition to withholding the 

compensation if the Financial Agent is put on probation, including but not limited to,

preclusion from additional work under the existing agreement and ineligibility to be 

designated for other work under a new agreement. The payment of compensation may also 

be adjusted consistent with Section 18 (Liability of Financial Agent).

F. The Treasury may consider information or history regarding any default hereunder when 

making any decisions regarding future use of the Financial Agent for performance of 

financial agent services.

G. The Treasury may take any other action available at law or in equity. 

22. Actions in the interest of the United States

Notwithstanding any other provision of this FAA, when the Treasury in its sole discretion 

determines that such actions are necessary to protect the interests of the United States 

Government, the Treasury may reduce the authorized scope of work under this FAA, terminate 

this FAA, or revoke the Financial Agent’s status as a financial agent of the United States even in 

the absence of an event of default by the Financial Agent under this FAA. 

23. Disputes

The Treasury and the Financial Agent agree that it is in their mutual interest to resolve disputes 

by agreement. If a dispute arises under this FAA, the parties will make all reasonable efforts to 

resolve the dispute by mutual agreement. If a dispute cannot be resolved informally by mutual 

agreement at the lowest possible level, the dispute shall be referred up the respective chain of 
15

command of each party in an attempt to resolve the matter. This will be done in an expeditious 

manner. The Financial Agent shall continue diligent performance of the services required by this 

FAA pending resolution of any dispute. The Treasury and the Financial Agent reserve the right 

to pursue other legal or equitable rights they may have concerning any dispute. However, the 

parties agree to take all reasonable steps to resolve disputes internally before commencing legal 

proceedings.

24. Data and records retention

In addition to its fiduciary duties and any other obligation to retain financial and accounting 

records that may be imposed by Federal or state law, the Financial Agent shall retain all data, 

books, reports, documents, audit logs and records, including electronic records, related to the 

performance of services required by this FAA. In addition, the Financial Agent shall maintain a 

copy of all computer systems and application software necessary to review and analyze these 

electronic records. Unless otherwise directed by the Treasury, the Financial Agent shall retain 

these records for at least 7 years from the date the data or record was created. The Treasury may 

also notify the Financial Agent from time to time of any additional records retention 

requirements resulting from litigation in which the Treasury may have an interest, and the 

Financial Agent agrees to comply with these litigation requirements. 

25. Transfer or assignment 

A. The Financial Agent may not transfer or assign its rights under this FAA without the prior 

written consent of the Treasury, which may be granted or withheld in the sole discretion of the 

Treasury. Any purported transfer or assignment without the prior written consent of the 

Treasury shall be void. 

B. The Financial Agent shall notify the Treasury as soon as legally possible of any proposed 

merger, acquisition, or other action involving the Financial Agent, its corporate affiliates, or its 

contractors that will affect the Financial Agent’s ability to carry out its responsibilities under this 

FAA. 

C. In the event that the Financial Agent is involved in a merger or acquisition, the Treasury may, 

in its sole discretion, elect to continue this FAA and to treat the Financial Agent’s successor in 

interest to be a successor financial agent. If the Treasury elects not to continue this FAA, the 

Treasury shall notify the Financial Agent of the termination date of the FAA. 

26. Notices

All notices required to be given herein shall be in writing and shall be given to the following 

contacts unless expressly stated otherwise herein:
16

To the Treasury:

Kristine S. Conrath

Deputy Assistant Secretary for Fiscal Operations and Policy

U.S. Department of the Treasury

1500 Pennsylvania Ave, NW

Room 2112

Washington, DC 20220

To the Financial Agent:

Robert L. Griffin

Managing Director

Corporate Trust

The Bank of New York Mellon

101 Barclay Street

Mail Stop: 101-2150

New York, NY 10286

The party giving the notice should send an e-mail to the party receiving the notice and the 

Treasury general mailbox: OFA_Agents@treasury.gov, advising them that the notice by mail has 

been given. 

27. Publicity and Disclosure

A. The Financial Agent shall not make use of any Treasury name, symbol, emblem, program

name, or product name, in any advertising, signage, promotional material, press release, Web 

page, publication, or media interview, without the prior written consent of the Treasury. 

B. The Financial Agent, its affiliates or contractors, and their respective employees shall not 

make statements to the media or issue press releases regarding their services under this FAA 

without the prior written consent of the Treasury.

C. The Financial Agent acknowledges that this FAA is confidential and, consistent with 

applicable law, shall not disclose any portion of this FAA to third parties unless the Treasury has 

released such portion into the public body of information. 

28. Modifications

Modifications to this FAA shall be in writing and signed by the parties. Notwithstanding the 

foregoing, the Treasury reserves the right to unilaterally modify the terms and provisions of this 

FAA, through written notice to the Financial Agent, to comply with changes in legislation or 

regulations, court orders, or audit findings.
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29. Miscellaneous

A. This FAA will be interpreted under Federal law, and if there is no applicable Federal law, 

under the laws of New York. 

B. This FAA is not a Federal procurement contract and is therefore not subject to the provisions 

of the Federal Property and Administrative Services Act (41 U.S.C. §§ 251-260), the Federal 

Acquisition Regulations (48 CFR Chapter 1), or any other Federal procurement law. 

C. Any provision of this FAA that is determined to be prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

unenforceability without invalidating the remaining provisions of this FAA, and no such 

prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other 

jurisdiction.

D. Failure on the part of the Treasury to insist upon strict compliance with any of the terms

hereof shall not be deemed a waiver, nor will any waiver hereunder at any time be deemed a 

waiver at any other time. No waiver will be valid unless in writing and signed by an authorized 

officer of the Treasury. No failure by the Treasury to exercise any right, remedy, or power 

hereunder will operate as a waiver thereof. The rights, remedies, and powers provided herein are 

cumulative and not exhaustive of any rights, remedies, and powers provided by law.

E. This FAA shall inure to the benefit of and be binding upon the parties to this FAA. No other 

person or entity will have any right or obligation hereunder, except for successor financial agents 

accepted by the Treasury.

F. This FAA may be executed in two or more counterparts (and by different parties on separate 

counterparts), each of which shall be an original, but all of which together shall constitute one 

and the same instrument.

G. This FAA and the attached Exhibits constitute the entire agreement between the parties. 

30. Incorporation by reference 

Exhibits A-H attached to this FAA are incorporated herein by reference and given the same force 

and effect as though fully set forth herein. 
18

In witness whereof, the Treasury and the Financial Agent by their duly authorized officials 

hereby execute and deliver this Financial Agent Agreement as of the Effective Date.

Department of the Treasury

David Lebryk 11/22/2017

____________________________________ ________________________

David Lebryk Date

Fiscal Assistant Secretary

Financial Agent

Robert Griffin 11/17/2017

____________________________________ ________________________

Robert Griffin Date

Managing Director
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EXHIBITS

Exhibit A Services and Other Terms

Exhibit B Compensation

Exhibit C Performance Measures 

Exhibit D Annual Certification Format

Exhibit E Non-Disclosure Agreement

Exhibit F Conflicts of Interest Mitigation

Exhibit G Financial Agent Public Trust Personnel Positions Self-Certification Form

Exhibit H Technology Security Certification
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EXHIBIT A

SERVICES AND OTHER TERMS

1. Authorization of custodian 

The Treasury authorizes the Financial Agent to be custodian of securities and other financial 

instruments, including, but not limited to, common shares, senior preferred shares, subordinated 

debt, warrants, equity equivalents (EQ2), and mortgage backed securities (MBS) (together, 

Assets) in an account established at the Financial Agent (the “Account”). All Assets delivered to 

the Financial Agent will be held and administered in accordance with the FAA.

2. Duties as custodian

A. The Financial Agent shall custody all Assets which are held for the Account by the Financial 

Agent in the appropriate securities depository, as applicable.

B. The Financial Agent shall release and deliver Assets in the Account only upon receipt of 

Proper Instructions (as defined in Section 7 below), which may be standing instructions when 

deemed appropriate by the Treasury in the following cases:

(a) Upon sale of such Assets for the Account, unless otherwise directed by Proper 

Instructions, in accordance with the established procedures for the market or clearing 

agency where the transactions occur, including delivery to the purchaser or to a dealer (or 

an agent of the purchaser or dealer) against payment; 

(b) To a depository agent in connection with tender or other similar transactions for 

Assets of the Account;

(c) To an issuer or its agent when such Assets are called, redeemed, retired or otherwise 

become payable, provided that, unless otherwise directed by Proper Instructions, the cash 

or other consideration is to be delivered to the Financial Agent;

(d) To an issuer or its agent, for transfer or exchange into the name of the Financial Agent 

for a different number of bonds, certificates, or other evidence representing the same 

aggregate face amount or number of units;

(e) To brokers, clearing banks, or other clearing agents for examination in accordance 

with "street delivery" custom;

(f) For exchange or conversion pursuant to any plan of merger, consolidation, 

recapitalization, reorganization, or readjustment of the securities of an issuer of the 

securities, or pursuant to provisions for conversion contained in the securities, provided 

that, unless otherwise directed by Proper Instructions, the new securities and cash, if any, 

are to be delivered to the Financial Agent;
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(g) In the case of warrants, rights or similar securities, the surrender thereof in the 

exercise of such warrants, rights or similar securities or the surrender of interim receipts 

or temporary securities for definitive securities, provided that, unless otherwise directed 

by Proper Instructions, the new securities and cash, if any, are to be delivered to the 

Financial Agent;

(h) For any other purpose upon receipt of Proper Instructions specifying the assets to be 

delivered and naming the person or persons to whom delivery of such assets shall be 

made.

C. The Financial Agent shall transmit promptly to the Treasury and an Asset Manager written 

information, including but not limited to pendency of calls and maturities of securities and any 

related expirations of rights, and tender or exchange offers, received by the Financial Agent from 

issuers of securities held for the Account. 

3. Appointment of Asset Manager

The Treasury will designate an Asset Manager to manage the investment of all or any portion of 

the Account. The Treasury will notify the Financial Agent in writing of the appointment of the 

Asset Manager, and of the portion of the assets over which the Asset Manager may exercise 

authority. The Treasury will notify the Financial Agent in writing of the termination of the 

appointment of any Asset Manager.

4. Bank accounts

As part of the Account, the Financial Agent shall provide a bank account(s) subject only to draft 

or order by the Financial Agent acting pursuant to the terms of the FAA, to receive and hold cash 

received by, from, or for the Treasury. Such funds shall be deposited by the Financial Agent in 

its capacity as financial agent pursuant to the FAA and shall be withdrawable by the Financial 

Agent only in that capacity. This account shall be collateralized as necessary in accordance with 

31 CFR 202.

5. Settlement, credits, and debits

A. The Financial Agent will credit to the Account all income, sales proceeds, and receipts 

generated by assets held in custody immediately as they are received. The Financial Agent shall 

immediately notify the Treasury and the Asset Manager if the Financial Agent has actual or 

constructive knowledge that any credit to the Account will not settle in accordance with its terms 

or in the time period ordinarily applicable to a transaction in the applicable market. 

B. The Financial Agent will debit the Account for any purchase or outlay transaction as of the 

time and date that funds would ordinarily be required to settle such transaction. The Financial 

Agent shall immediately re-credit the amount and notify the Treasury if the Financial Agent has 

actual or constructive knowledge that any debit to the Account will not settle in accordance with 

its terms or in the time period ordinarily applicable to a transaction. The Financial Agent shall 

immediately re-credit the amount if the Treasury notifies the Financial Agent by Proper 
3

Instruction that a transaction has been canceled prior to settlement.

6. Payment of Account funds

Upon receipt of Proper Instructions, to include written security procedures for payment orders, 

which may be standing instructions, or as may be otherwise authorized within the FAA, the 

Financial Agent shall pay out funds of the Account in the following cases: 

(a) Upon the purchase of assets for the Account, unless otherwise directed by Proper 

Instructions, in accordance with the established procedures for the market or clearing agency 

where the transactions occur, including delivering money to the seller or to a dealer (or an agent 

for the seller or dealer) against delivery of the assets; 

(b) In connection with the conversion, exchange or surrender of securities of the Account as set 

forth in Section 4 above;

(c) For other purposes as provided in Proper Instructions specifying the amount of such payment 

and naming the person or persons to whom such payment is to be made.

7. Proper Instructions

A. The term "Proper Instructions" means instructions received by the Financial Agent from the 

Treasury. Such instructions may be in writing signed by an authorized person or may be in a 

tested and validated electronic communication between computer systems, or by other means, 

including oral instructions, as may be authorized in writing by the Treasury. 

B. The Treasury will provide the Financial Agent with the names and specimen signatures of 

Treasury personnel duly authorized to give Proper Instructions or otherwise act on behalf of the 

Treasury with respect to the Account. The Treasury will provide prompt updates as authorized 

personnel change. 

8. Actions permitted without express authority 

The Financial Agent may, at its discretion, without express authority from the Treasury (i) 

endorse for collection checks, drafts and other negotiable instruments, and (ii) in general attend 

to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, 

transfer and other dealings with the assets and property of the Account.

9. Reliance

A. The Financial Agent may rely upon the identity and authority of each person whom the 

Treasury has certified in writing as authorized to give Proper Instructions until it receives written 

notice from the Treasury to the contrary. 

B. The Financial Agent may rely upon transmissions of information secured by security codes or 

passwords it has issued to the Treasury.
4

C. The Financial Agent may rely and act upon any administrative request or consent that it 

reasonably believes to be genuine and to have been properly executed or otherwise given by or 

on behalf of the Treasury or an Asset Manager.

10. Legal actions

Participation in legal actions (such as class action suits and bankruptcies) pertaining to assets in 

the Account is the responsibility of the Treasury. The Financial Agent will take no action with 

respect to such legal actions other than directing them to the Treasury.

11. Unencumbered Assets

All assets in the Account should be free from any security interests, liens or encumbrances 

exercisable by any third party against such assets, and the Treasury will not grant a security 

interest, lien or encumbrance on any such assets for the benefit of any third party unless it 

notifies the Financial Agent. The Treasury and the Financial Agent will notify one another if 

they learn that any security interest, lien, or encumbrance is created against any assets in the 

Account. 

12. Requirements

The Financial Agent shall provide the following services as custodian for the Treasury portfolio:

A. Custodian

(a) Provide all necessary custody accounts, cash accounts, and sub-accounts for 

the portfolio and for all asset managers appointed by the Treasury. 

(b) Receive, hold, safe keep, and track all assets and cash in the portfolio, 

including but not limited to, common shares, senior preferred shares, 

subordinated debt, warrants, equity equivalents (EQ2), and mortgage backed 

securities (MBS).

(c) Collect principal, interest, and fee distributions for assets in the portfolio.

(d) Release assets and disburse cash, in accordance with the Treasury’s 

instructions.

(e) Manage credits and debits to the various cash and custody accounts for all 

income, receipts, purchases, and outlays of the portfolio.

(f) Confirm acquisitions, settlements, trades, transfers, and other transactions with 

the Treasury, and other counterparties as necessary.
5

B. Reporting and Analytics

(a) Provide Treasury personnel with secure access to the Financial Agent’s 

reporting platform to allow for ad hoc queries and the direct generation of reports. 

(b) Respond to the Treasury requests for program data according to agreed-upon 

service levels.

(c) Support public transparency reporting by providing information on all 

transactions and assets. Such information will be provided as described in (a) above.

(g) Reconcile activities daily, if necessary, with the Treasury. 

(h) Support the preparation of reports to oversight bodies, as required by the 

Treasury and by law.

C. Cash Management

(a) Sweep all end of day cash balances in accordance with the Treasury’s 

instructions. 

D. General Operations

(a) Confirm transactions, trades, and settlements with the Treasury. 

(b) Maintain records of (i) trades executed, including all pertinent financial and 

settlement information, (ii) principal and interest (P&I) payments, and (iii) cash 

flow projections of new trades and P&I payments.

(c) Track, maintain records of, and promptly resolve notification and settlement 

fails.

(d) Maintain settlement tolerance thresholds consistent with best practices.

(e) Receive and custody securities, or other obligations, in accordance with the 

custodian and accounting requirements herein, from the Financial Institutions. 

(f) Reconcile securities, or other obligations to previously received documents.

(g) Manage dividends or interest received in accordance with the custodian and 

accounting requirements herein.

(h) Take reasonable and customary remedial actions if dividend or interest 

payments are not properly received as scheduled, in accordance with the 

Treasury’s instructions.
6

(i) Provide data feeds to the Treasury’s management and accounting systems

based upon Treasury’s requirements. 

(j) Enforce internal controls.

(k) Provide for all necessary operational and analytical hardware and software to 

support all required services. 

(l) Modify the dividend rate for assets as instructed by the Treasury.

(m) Communicate adjusted dividend rate to asset issuer as instructed by the Treasury.

(n) Reconfirm the expected amount due to the Treasury with each issuer within agreed 

upon timeline with the Treasury prior to payment date.

(o) Notify the Treasury of corporate actions and notices received over time, as well as 

tracking certain counterparty events and actions specified by the Treasury, in connection 

with common shares preferred shares, equity warrants, or other obligations.

E. Treasury Services

(a) Provide Deposit and Funds Transfer services as outlined in the Home 

Affordable Modification Program Paying Agent Services Agreement.

F. Document and Security Custody

(a) Maintain, in a secure document facility, the Treasury’s original copies of all 

agreements entered into between the Treasury and program participants, including the 

initial set of closing documents executed between the Treasury and the program 

participants at the time of the original funding and subsequent agreements entered 

into between the Treasury and the program participants. 

(b) Receive and store physical securities, in accordance with industry best practices for 

safety and security.

(c) Review and certify document sets to ensure that all necessary documents and data 

are accurate and complete, in accordance with the Treasury’s instructions.

(d) Provide exception reports detailing documents and data missing from document 

requirements, and notify submitting program participants of document deficiencies and 

requirements to re-submit documents.

(e) Image documents and provide the Treasury with on-line access to the images.
7

G. Specific services for NIBP

During the transition period, the Financial Agent will work closely with the Treasury and the 

current custodian service provider to transition the following services:

(a) Track the principal balances and reconcile cash flows of all NIBP and BCE 

bonds, and provide the Treasury with monthly reports showing these balances, cash 

flows, and reconciliations.

(b) All interest accruals and payments, guarantee as well as principal and 

participation fee payments, made with respect to each bond, will be calculated 

based on legal documents and reconciled against cash received to ensure that 

records and calculations of the GSEs’ administrator and the Treasury match.

(c) The monthly reports should include the following: Bond & cash 

waterfall calculation of all bond-level activities, GSE fees, inter-bond 

payables, and receivables. GSE securities cash waterfall aggregation of all 

bond-level information by pool, fee calculations, and pool-level 

information split by GSE. The Treasury custodian vs. GSE’s administrator reconciliation 

summary assessment of all program activities, comparing data elements to administrator. 

Portfolio summary – monthly begin/ending balances and activity by security type.

(d) Establish and maintain a database of mandatory sinking fund schedules for all NIBP 

and BCE bonds, and update the database when revised sinking fund schedules are 

received. 

(e) Review the GSEs’ administrator’s monthly reports and promptly provide the Treasury 

with advance notice by email of the total amount of cash that the Treasury will receive 

with respect to NIBP bonds each month.

(f) Preserve a system of records on the HFA initiative, including but not limited to 

the official statement for each NIBP and BCE bond, and make such records 

available to the Treasury upon request.

(g) Establish and maintain an HFA initiative mailbox, and make the contents of it 

available to the Treasury upon request. The emails sent to the mailbox will include

notices of full or partial redemption of NIBP bonds, audited financial statements for each 

HFA’s fiscal year, updates to mandatory sinking funds schedules, and event notices as 

specified in legal documents. With respect to event notices, the financial agent will be 

required to forward to the Treasury a notice of any event other than routine principal 

redemption notices.
1

EXHIBIT B

COMPENSATION

1. General compensation and pricing provisions

A. The Financial Agent shall receive compensation to provide services in support of all 

programs and activities established by the Treasury Programs in accordance with the following:

i) Monthly Custodian Services Fee. The Financial Agent shall receive a monthly fixed 

fee of $145,833.33 for custodial and infrastructure services provided in accordance with 

this FAA. 

ii) Contractor Fee. Pursuant to Section 14 of the FAA, the Treasury must provide 

advance written approval for third party contractors. Any compensation related to 

additional services not covered by the Monthly Custodian Services Fee, provided by 

third-party contractors shall be provided pursuant to a compensation schedule that shall 

be included in the Treasury’s written approval.

B. Compensation will be paid monthly after each month for services rendered. 

C. The Financial Agent must submit an invoice prior to receiving compensation.

D. At least annually, the Treasury and the Financial Agent shall jointly re-evaluate the Financial 

Agent's costs and resources necessary to provide required services under the FAA, and agree 

to work in good faith to amend the compensation amounts in this Exhibit to reflect increases 

or decreases in such costs and resources. The Financial Agent agrees that it has been fully 

compensated for all services performed before the effective date of this amendment.

 

2. Compensation during transition periods 

The Financial Agent will be compensated for services rendered during any transition period 

under Section 2C of this FAA at the same rate in effect on the last day before the transition 

period begins.

3. Methods of compensation

The Treasury retains the right to compensate the Financial Agent for services provided under this 

FAA in such a method or methods as the Treasury in its sole discretion deems appropriate 

including, but not limited to, direct payments. The Treasury and the Financial Agent may also 

mutually agree on other methods. 

4. Probationary Status 

The Treasury may withhold all or a portion of the compensation if the Financial Agent is placed 

on probation. 
1

EXHIBIT C

PERFORMANCE MEASURES

TO BE ISSUED BY TREASURY
1

EXHIBIT D

ANNUAL CERTIFICATION FORMAT

I, [Name of Authorized Official], a duly authorized official of [Financial Institution name], 

certify that:

1. [Financial Institution name] is taking all reasonable steps to ensure that Nonpublic 

Information and PII obtained from or on behalf of the Treasury is properly safeguarded;

2. All charges and expenses charged to the Treasury are accurate and attributable to services 

provided to the Treasury;

3. [Financial Institution name] is not on any Federal Excluded Parties, Debarments, or 

Suspension Lists;

4. [Financial Institution name] is not delinquent on any federal tax obligation or on any other 

debt owed to the United States and that [Financial Institution name] agrees to execute IRS 

Form 8821, and any other necessary Federal forms, to allow the Treasury to verify such 

information;

5. [Financial Institution name] is not aware of any legal or financial impediments to performing 

its obligations under the Financial Agency Agreement that it has not disclosed in writing to 

the Treasury;

6. [Financial Institution name] is not subject to any pending or current enforcement actions that 

could impair its ability to provide services under the Financial Agency Agreement;

7. All employees and affiliate and contractor personnel who have access to Nonpublic 

Information in connection with the FAA perform their work in the United States and are U.S. 

citizens, unless specifically authorized by the Treasury in writing;

8. [Financial Institution name] covenants to disclose all potential conflicts of interest not 

otherwise previously disclosed, including conflicts with the interests of any corporate 

parents, affiliates, and subsidiaries, and to avoid, mitigate, or neutralize to the extent feasible 

and to the Treasury’s satisfaction any personal or organizational conflicts of interest that may 

be identified by the Treasury or the Financial Institution, in accordance with the FAA, as 

may be amended from time to time;

9. In accordance with the FAA, as may be amended from time to time, [Financial Institution 

name] covenants to disclose to the Treasury Inspector General any credible evidence, in 

connection with the designation, services, or closeout of this FAA, that a management 

official, employee, affiliate, or contractor of [Financial Institution name] has committed (a) a 

violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity 

violations found in Title 18 of the United States Code, or (b) a violation of the civil False 

Claims Act (31 U.S.C. §§ 3729-3733); 

10. [Financial Institution name] covenants to disclose any other facts or information not 

otherwise previously disclosed that the Treasury should reasonably expect to know about the 

Financial Agent to help protect the reputational interests of Treasury in connection with the 

Financial Agent providing services for the Treasury under this FAA. 

11. Any other provisions or statements contained in the Financial Agent Agreement, and any 

amendments thereto, remain true and correct. 
2

In the event that any of the representations made herein cease to be true and correct, [Financial 

Institution name] agrees to notify the Treasury immediately.

____________________________________ ________________________

[Name of Authorized Official] Date

[Title of Authorized Official]
1

EXHIBIT E

NON-DISCLOSURE AGREEMENT

Conditional Access to Nonpublic Information

I, _______________________________________, employee of ____________ (Organization) 

hereby consent to the terms in this Agreement in consideration of my being granted conditional 

access to certain United States Government confidential information. 

I understand and agree to the following terms and conditions:

1. By being granted conditional access to confidential information, the __________________ 

(Organization) and the U.S. Department of the Treasury (Treasury) have placed special 

confidence and trust in me, and I am obligated to protect this information from unauthorized 

disclosure, according to the terms of this Agreement.

2. Nonpublic Information refers to any information, provided to me by the Treasury or 

__________________ (Organization) in connection with my authorized services to the 

Treasury, or that I obtain or develop in providing authorized services to the Treasury, other 

than information designated as publicly available by the Treasury in writing or that becomes 

publicly available from a source other than the Financial Agent. Nonpublic Information

includes but is not limited to information about the Treasury’s nonpublic business, economic, 

and policy plans, nonpublic or proprietary financial information, trade secrets, information 

subject to the Privacy Act, personally identifiable information (PII), and Sensitive

Information. 

3. PII includes, but is not limited to, information pertaining to an individual’s education, bank 

accounts, financial transactions, medical history, and other information which can be used to 

distinguish or trace an individual’s identity, including but not limited to social security 

numbers.

4. Sensitive Information is any information received in connection with my providing 

authorized services to the Treasury where the loss, misuse, or unauthorized access to, or 

modification of which could adversely affect the national interest or the conduct of Federal 

programs, or the privacy of individuals that they are entitled to under the Privacy Act and 

other Federal statutes.

5. I am being granted conditional access to Nonpublic Information, contingent upon my 

execution of this Agreement, to provide authorized services to the Treasury. 

6. Except as set forth in paragraph 14 below, I shall never divulge any Nonpublic Information 

provided to me pursuant to this Agreement to anyone, unless I have been advised in writing 

by the _______ (Organization) and/or the Treasury that an individual is authorized to receive 

it. 
2

7. I will submit to the Treasury for security review, prior to any submission for publication, any 

book, article, column or other written work for general publication that is based upon any 

knowledge I obtain during the course of my work in connection with the Treasury. I hereby 

assign to the Federal Government all rights, royalties, remunerations, and emoluments that 

have resulted or will result or may result from any disclosure, publication, or revelation of 

confidential information not consistent with the terms of this Agreement. 

8. If I violate the terms and conditions of this Agreement, I understand that the unauthorized 

disclosure of Nonpublic Information could compromise the security of individuals, the 

__________ (Organization) and the Treasury. 

9. If I violate the terms and conditions of this Agreement, such violation may result in the 

cancellation of my conditional access to Nonpublic Information. Further, violation of the 

terms and conditions of this Agreement may result in the ______ (Organization) and/or the 

United States taking administrative, civil or any other appropriate relief. 

10. I understand that the willful disclosure of information to which I have agreed herein not to 

divulge may also constitute a criminal offense. 

11. Unless I am provided a written release by the Treasury from this Agreement, or any portions 

of it, all conditions and obligations contained in this Agreement apply both during my period 

of conditional access, and at which time my affiliation and/or employment with the 

_______________(Organization) ends. 

12. Each provision of this Agreement is severable. If a court should find any provision of this 

Agreement to be unenforceable, all other provisions shall remain in full force and effect.

13. I understand that the Treasury may seek any remedy available to it to enforce this 

Agreement, including, but not limited to, application for a court order prohibiting disclosure 

of information in breach of this Agreement.

14. I understand that if I am under U.S. Congressional or judicial subpoena, I may be required by 

law to release information, and I shall provide prior notice to Treasury of any such disclosure 

or release, to the extent legally permissible and, if not then legally permissible, as soon as it 

becomes legally permissible to do so. 

I make this Agreement in good faith, without mental reservation or purpose of evasion.

______________________________ _______________________

Signature Date 
1

EXHIBIT F

CONFLICTS OF INTEREST MITIGATION

The following explains and memorializes certain of the minimum conflicts of interest mitigation 

controls the Bank of New York Mellon (“BNYM” or the “Financial Agent”), its affiliates named 

in Section 13 of this FAA (“Named Affiliates”), and its contractors shall maintain, implement 

and monitor throughout the term of the FAA. The Financial Agent shall act as custodian for the 

portfolio of securities and obligations (“Assets”) issued to the Treasury under the Treasury 

Programs. In that role, the Financial Agent will be responsible for providing custodial and 

infrastructure services to the Treasury as set forth in Exhibit A of the FAA. 

Conflicts of Interest and Associated Mitigation Controls

The following have been identified as actual or potential conflicts of interest associated with the 

Financial Agent providing services under the FAA. As Financial Agent to the Treasury, BNYM 

owes a fiduciary duty of loyalty and fair dealing to the Treasury as more fully set forth in Section 

5 of the FAA. To that end, the Financial Agent agrees to continue to maintain, implement and 

enforce corporate-wide policies and procedures addressing conflicts of interests in the areas 

specified below. For purposes of this Exhibit, the specific policies and procedures maintained, 

developed and implemented to address conflicts of interest regarding work under this FAA are 

collectively referred to as and are set forth below under the heading “Conflicts of Interest 

Mitigation Controls.” The Conflicts of Interest Mitigation Controls shall apply to the Financial 

Agent, any Named Affiliates and their collective employees. In addition, the Conflicts of Interest 

Mitigation Controls shall apply to all contractors and their employees providing services under 

the FAA unless a separate conflicts of interest mitigation plan has been submitted by the 

Financial Agent and agreed to by the Treasury.

1. Organizational Conflicts of Interest

The Financial Agent, through one or more of its affiliates and subsidiaries, may provide advice 

or asset management services to institutional clients that own troubled assets or the securities or 

obligations issued by financial institutions that received funds from the Treasury Programs. In 

addition, the Financial Agent, through one or more of its affiliates and subsidiaries, may 

maintain direct or indirect proprietary interests in troubled assets or the securities or obligations 

issued by financial institutions within the Treasury Programs. Because the Financial Agent and 

its Named Affiliates providing services under the FAA may have knowledge of material nonpublic information regarding the Treasury’s planning, long-term strategy, trading objectives and 

portfolio holdings for certain Treasury Programs, there exists a potential conflict of interest 

between the Financial Agent’s duty to the Treasury and its duty to its other clients and to its 

shareholders.

Mitigation Controls

To address the concern that the Financial Agent could improperly use material non-public 

information to unduly favor itself, its affiliated entities or its clients at the expense of the 

Treasury, the Financial Agent agrees, in addition to complying with all other applicable laws and 
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regulations, to maintain procedures that ensure that the Financial Agent does not improperly use 

any knowledge of material non-public information obtained or developed pursuant to the FAA 

for the advantage of itself or of other clients. Specifically, the Financial Agent agrees to maintain 

information barriers sufficient to prevent the misuse or unauthorized dissemination of material 

non-public information. The components of such information barriers shall include:

Restrictions Regarding Material Non-Public Information. While providing services to the 

Treasury, some individuals within the Financial Agent, its Named Affiliates and its contractors 

providing services under the FAA may have access to material non-public information related to 

the Treasury programs, such as specific trades or trading strategies (effected or proposed to be 

effected) of the Treasury. Information is “material” if there is a substantial likelihood that a 

reasonable person would consider the information important in making an investment decision 

(e.g., if the disclosure of the information would positively or negatively affect the market price of 

a security or obligation). Individuals in possession of material non-public information obtained 

or developed pursuant to the FAA shall not act, or cause others to act, on such information, 

except in performance of the FAA.

Use of Restricted Securities List. When the Financial Agent, in the course of performing services 

under the FAA, obtains or develops material non-public information related to the Treasury in 

the securities of the Treasury-Funded Entities (entities that have issued or the Financial Agent 

has knowledge will issue equity securities, debt obligations or warrants under the Treasury 

programs, where such securities, obligations or warrants are still outstanding), the securities shall 

be placed on the Financial Agent’s Treasury Restricted List. When such securities are on the 

Treasury Restricted List, the Financial Agent’s Legal and Compliance Departments shall preclear proposed proprietary transactions, unless such transactions are non-discretionary customerdriven transactions. The Financial Agent’s Legal and Compliance Departments shall consider the 

likelihood of any potential or suspected breaches of the Financial Agent’s information barriers 

with respect to any material non-public information in deciding whether to allow the proposed 

trade to be executed.

Information Barrier Policies. The Treasury-related non-public information shall be shared only 

on a need-to-know basis. The Financial Agent shall maintain information barrier policies that are 

designed to restrict the dissemination, availability and sharing of non-public information, 

including but not limited to material non-public information.

Controls over IT and Paper Files Related to Non-Public Information. The Financial Agent’s 

management, performance, and accounting systems shall restrict non-public information access 

only to those individuals who have a need to know such information. Paper files that include 

non-public information shall also be appropriately segregated so as to avoid inappropriate access 

by unauthorized individuals. Any information technology systems or other record systems (e.g., 

microfiche or data sticks) utilized by the Financial Agent in the performance of services under 

this FAA that may contain non-public information shall have appropriate administrative, 

technological and/or physical security controls to help ensure that access to such information is 

limited to those individuals who have a need to know such information.

Separation of Custodial and Infrastructure Services from Asset Management Functions. The 

Financial Agent shall enforce an ethical wall between its infrastructure services units and its 
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asset management units. The ethical wall shall consist of the following physical, policy and 

procedural controls:

• Separate systems – infrastructure services units shall maintain access controls to 

information technology systems used by the Financial Agent’s asset management 

division in order to safeguard material non-public information of the Treasury. 

• Code of Conduct – Financial Agent employees shall sign an annual certification which 

mandates the non-disclosure of customer information.

• Physical separation – Infrastructure services units servicing the Treasury shall be 

appropriately segregated from the Financial Agent’s Non-Treasury resources, including 

no sharing of filing space. Access to non-public information shall be limited to 

individuals who are performing services under this FAA and shall adhere to the Financial 

Agent’s Clear Desk Standard, as required. 

2. Personal conflicts of interest

Individuals employed by or associated with the Financial Agent may own, on behalf of their 

personal accounts, troubled assets or securities or obligations issued by financial institutions that 

received funds from the Treasury Programs. Because these individuals could have knowledge of 

material non-public information regarding the Treasury’s portfolio of holdings, there exist 

potential conflicts of interest should an employee use such information for his or her own 

benefit.

Mitigation Controls

To address the concern regarding the objectivity of individuals performing services for the 

Treasury under the FAA who may own, on behalf of personal accounts, securities or obligations 

issued by the Treasury-Funded Entities, the Financial Agent agrees that all individuals 

responsible for providing services under the FAA are subject to the Financial Agent's Code of 

Conduct and Personal Securities Trading Policy. In addition, all key individuals (as defined in 31 

C.F.R. Part 31.201) personally and substantially involved in performing services under the FAA 

shall disclose on an annual basis information equivalent to that required of certain new 

employees by the United States Office of Government Ethics Form 450 (“OGE Form 450”) to 

the Financial Agent’s Compliance Department for review. Further, unless an investment is 

exempt from prior notification, investments by such individuals must be pre-cleared by the 

Financial Agent’s Compliance Department and be subject to appropriate trading restrictions, 

including being prohibited if a security is on the Financial Agent’s Treasury Restricted List, as 

discussed below.

Personal Trading Restrictions. When a security is on the Financial Agent’s Treasury Restricted 

List, trading or investment activities in the security by key individuals or their Related Persons 

shall be prohibited except where the key individual is not in possession of material non-public 

information. For purposes of this Exhibit F, Related Persons are family members who live with 

key individuals who are employees of the Financial Agent or its Named Affiliates and include 

children who are dependents for purposes of Federal income tax. The Financial Agent’s 
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Compliance Department shall ensure that all reasonable steps to prohibit such investment 

activities are taken, including by enforcement of the Financial Agent’s Personal Securities 

Trading Policy, which shall include requirements for pre-clearance of personal securities 

transactions as required by the Financial Agent's Personal Securities Trading Policy, annual 

reporting of security holdings, and receipt of duplicate trade confirmations from brokers or 

custodians. The Financial Agent’s Compliance Department shall employ testing to determine 

compliance with the Financial Agent’s Personal Securities Trading Policy at a frequency 

consistent with the Financial Agent’s standard risk based compliance monitoring practices. 

Without limitation, the Compliance Department shall identify non-compliant transactions, report 

such to the Treasury, and take appropriate corrective action.

Conflicts of Interest Mitigation Controls

As a requirement of the FAA, the Financial Agent shall maintain and enforce corporate-wide 

policies and procedures that address the following general conflicts of interest mitigation

controls. 

• Code of Conduct. The Financial Agent shall maintain a Code of Conduct and Personal 

Securities Trading Policy (“Code”) that sets out basic principles designed to guide employees 

in the course of their business activities. The Code should require all employees to hold as 

strictly confidential all client information, including all material non-public information 

obtained or developed pursuant to the FAA, and to know and comply with all Financial 

Agent policies and procedures, and all laws and regulations that are applicable to their job 

duties. The Code should place restrictions on those employees that perform services under 

the FAA and their Related Persons from trading on behalf of personal accounts where 

conflicts may arise. In particular, unless under the Code an investment is exempt from prior 

notification, investments by those employees must be pre-cleared and be subject to certain 

blackout and short-term trading restrictions. All employees performing services under this 

FAA shall be required to annually acknowledge that they are familiar with and abide by the 

Code. 

• Training. All key individuals associated with the Financial Agent shall be required to 

participate in compliance training prior to, and annually thereafter, providing services to the 

Treasury. The training program shall inform and advise each individual of their obligations 

and requirements under this FAA (including its Exhibits). 

• Monitoring / Compliance. The Financial Agent shall test and monitor the Financial Agent’s 

compliance procedures and their effectiveness. The Financial Agent shall document such 

internal oversight and provide the Treasury with access to review periodic reports sufficient 

to evaluate the effectiveness of the Financial Agent’s mitigation controls in ensuring 

compliance with the requirements of this FAA. 

• Appointment of a Treasury-assigned Compliance Officer. The Financial Agent shall appoint 

a Treasury-assigned Compliance Officer to oversee compliance with this Exhibit F by all 

entities and individuals performing work under this FAA, and to periodically monitor for, 

identify, and mitigate, conflicts of interest that may arise during the term of the FAA. The 
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Financial Agent’s Treasury-assigned Compliance Officer shall be independent from the 

investment and operations personnel.

• Incident Reporting. Any person performing services under the FAA shall be required to 

promptly report any known breach or violation of the Conflicts of Interest Mitigation 

Controls or other requirements of the FAA to the Financial Agent’s Treasury-assigned 

Compliance Officer or his designee. A description of the incident shall be documented in an 

incident report and promptly provided to the Office of Financial Stability Compliance Officer 

or designated representative. 

• Acceptance and Solicitation of Gifts in violation of the Financial Agent's Gifts and 

Entertainment Policy. The Financial Agent shall ensure that no employee of the Financial 

Agent that performs work under this FAA violates the Financial Agent's Gifts and 

Entertainment Policy. The Financial Agent shall notify and obtain the Treasury’s consent 

prior to amending such policy.

• Limitations on Communications with Employees of the Treasury. During the course of the 

FAA, the Financial Agent shall not directly or indirectly make any offer or promise of future 

employment or business opportunity to, or engage directly or indirectly in any discussion of 

future employment or business opportunity with, any Treasury employee with personal or 

direct responsibility for the selection or allocation of work to the Financial Agent or the 

continuing relationship between the Financial Agent and the Treasury under this FAA. The 

Financial Agent shall not solicit or obtain from any Treasury employee, directly or indirectly, 

any information that is not public and was prepared for use by the Treasury for the purpose 

of evaluating a bid, proposal, or offer to enter into an agreement.

• Certifications

o Organizational Conflicts of Interest Certification. In accordance with 31 C.F.R. Part 

31.211, the Financial Agent, on behalf of itself, its Named Affiliates and its 

contractors performing work under the FAA, shall certify quarterly in writing to the 

Treasury that it has no known organizational conflicts of interest not otherwise 

previously disclosed, or explain the extent to which it cannot so certify, and (to the 

extent not already described in this Exhibit F or disclosed to the Treasury) describe 

the actions it has taken and plans to take to mitigate these conflicts. 

o Personal Conflicts of Interest Certification. In accordance with 31 C.F.R. Part 31.212, 

the Financial Agent, on behalf of itself, its Named Affiliates and its contractors 

performing work under the FAA, shall certify to the best of its knowledge quarterly in 

writing to the Treasury that all key individuals performing services under the FAA 

have no personal conflicts of interest, or are subject to a mitigation or waiver plan 

approved by the Treasury. The Financial Agent shall be entitled to reasonably rely on 

the certifications of such individuals when so certifying. 

o Communications with Treasury Employees Certification. In accordance with 31 

C.F.R. Part 31.216, for the process of selecting a financial agent for the FAA and 
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prior to entering into a new agreement with the Treasury, or accepting modifications 

to an existing agreement, the Financial Agent shall certify, on behalf of itself, its 

Named Affiliates and its contractors performing work under the FAA, that it is aware 

of the prohibitions on communications with Treasury employees, as described above, 

and that, to the best of its knowledge after making reasonable inquiry, the Financial 

Agent is not aware of information concerning a violation or possible violation of 

those prohibitions. In addition, each officer and employee of the Financial Agent who 

participated personally and substantially in preparing and submitting a bid, offer, 

proposal or request for modification of the agreement shall certify that he or she is 

familiar with and will comply with the prohibitions on communications with Treasury 

employees and has no information of any violations or possible violations of those 

prohibitions, and will report immediately to the Financial Agent any subsequently 

gained information concerning a violation or possible violation of those prohibitions.

o Confidentiality Certification. All key individuals providing services under this FAA 

mandate shall certify quarterly to the Financial Agent Treasury-assigned Compliance 

Officer that he or she will comply with the requirements of this FAA and 31 C.F.R. 

Part 31.217 to not share non-public information (as that term is defined in Section 6 

of the FAA) with any unauthorized person or entity. The Financial Agent shall obtain 

this certification, in the form of a Non-Disclosure Agreement (containing 

substantially the provisions and obligations set forth in Exhibit E of the FAA) before 

a key individual performs work under the agreement. 

• Subsequent Notification. The Financial Agent has a continuing obligation to search for and to 

report any known potential organizational or personal conflicts of interest. The Financial 

Agent shall notify the Treasury in writing as soon as practicable upon becoming aware of, 

and not later than five (5) business days after learning of, any new actual or potential conflict 

of interest that arises during the term of the FAA. The disclosure shall describe the steps the 

Financial Agent has taken or proposes to take to mitigate the conflict if not otherwise 

described herein or request a waiver from the Treasury.

• Reviews. The Treasury, on its own behalf or through an entity contracted by the Treasury, 

may conduct an annual or ad hoc review of the compliance of the Financial Agent, its Named 

Affiliates and contractors performing work under the FAA with all conflicts of interest and 

confidentiality obligations and responsibilities set forth in the FAA. Additional reviews may 

be conducted by oversight bodies with explicit authority over the Treasury Programs

including the Office of the Special Inspector General for the Troubled Asset Relief Program 

(SIGTARP), the Treasury Office of the Inspector General, and the U.S. Government 

Accountability Office (GAO). The Financial Agent shall cooperate fully with the Treasury or 

its designated representative and make available on the Financial Agent’s premises any and 

all such information requested by it in order to perform such a review.

• Point of Contact. The OFS Compliance Office shall be the contact official at the Treasury 

responsible for monitoring compliance with this Exhibit F.

• Changes to Conflicts of Interest Mitigation Controls. The Financial Agent and the Treasury 

agree that the Treasury’s investment objectives, trade operations and policies, as well as the 
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Financial Agent’s business, are likely to evolve over the term of the Treasury Programs. The 

Treasury will provide the Financial Agent with advance notice of any Treasury program 

changes that would impact the requirements of the Financial Agent, including those 

hereunder, in order to provide the Financial Agent with sufficient time to adequately address 

such impacts. The Financial Agent shall inform the Treasury and negotiate in good faith all 

proposed material changes to the Conflicts of Interest Mitigation Controls prior to their 

adoption and the Treasury retains the option of disapproving any proposed material change, 

in which case the Financial Agent agrees not to change such control. The Financial Agent 

and the Treasury agree to negotiate and resolve any such proposed changes in good faith and 

as quickly as reasonably possible. In addition, the Financial Agent shall promptly notify the 

Treasury of any changes to the Code of Conduct.
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EXHIBIT G

FA PUBLIC TRUST PERSONNEL POSITIONS SELF-CERTIFICATION FORM

FOR FINANCIAL AGENTS

IN FULL COMPLIANCE WITH SECTION 3 OF FAA

This certificate is delivered as required under Section 3 of the Financial Agency Agreement 

(FAA), effective [DATE], between the U.S. Department of the Treasury (Treasury) and [name of 

financial institution].

I, [name of authorized official], a duly authorized official of [name of financial institution], 

certify that:

1. The [name of financial institution] ensures that

a. All employees (other than non-essential personnel) of the Financial Agent, and its 

contractors and sub-contractors and auditors providing services under this FAA 

are United States citizens performing their work in the United States, and 

b. The operation and maintenance of all systems and databases used in providing 

services under this FAA are located in the United States unless specifically 

authorized by the Treasury.

2. As of the end of the quarter, beginning the [fourth] fiscal quarter of 20XX and thereafter, 

[name of financial institution] reviewed and self-certifies to the Treasury that the 

Financial Agent remains in compliance with the Treasury’s employment eligibility 

requirements, as set forth in 1(a) and (b) above. 

_______________________________________________________________________

Signature and Title of Individual Date
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EXHIBIT H

TECHNOLOGY SECURITY CERTIFCATION

TO BE ISSUED BY TREASURY