FINANCIAL AGENCY AGREEMENT

for

CUSTODIAN AND INFRASTRUCTURE SERVICES

for 

PROGRAMS

under the

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT

This Financial Agency Agreement (FAA) is entered into as of April 14, 2020 (Effective Date), 

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

Mellon (Financial Agent). 

Recitals

Pursuant to Section 4003(g) of the Coronavirus Aid, Relief, and Economic Security Act (the 

Act), the Treasury is authorized to designate financial agents of the United States to perform all 

reasonable duties in a fiduciary capacity the Secretary of the Treasury determines necessary to 

respond to the coronavirus. 

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

Financial Agent to provide custodian services, as described herein, for securities and financial 

instruments related to passenger air carriers, cargo air carriers, aviation support firms, and 

businesses necessary for maintaining national security pursuant to Section 4003 (and related 

sections) and Section 4112 (and related sections) of the Act.

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 Section 4003(g) of the Act, 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.

2. Term

A. The initial term of this FAA is for 1 year from the Effective Date and shall expire on April 

14, 2021, 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 the Treasury exercises any such extension 

options, this FAA shall continue in full force and effect during the stated extension period. 

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

Federal Government 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. In such event, the Treasury agrees that it will work diligently to transfer 

or shut down 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 any transition 

period described in the preceding paragraph. 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 highest practices and professional 

standards of care, with a degree of attention used in a well-managed operation and no less than 

that which the Financial Agent exercises for itself and others receiving comparable services. 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 affiliates 

or 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 under this FAA are in the United States, unless specifically authorized by the 

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

the Financial Agent is 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 assignments or 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 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. 

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 6B) 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;

- to comply 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. Nonpublic and Sensitive Information

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

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, business, economic, and policy plans, prospective transactions, 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.

B. Sensitive Information is defined as any information received in connection with the FAA for 

which the loss, misuse, unauthorized access to, or modification of 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, 

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 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 

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 relevant programs, including but not limited to the Government Accountability 

Office, the Special Inspector General for Pandemic Recovery, the Treasury Office of the 

Inspector General, and the Congressional Oversight Commission, 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 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 covered 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.

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. Upon request, 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 programs and portfolios 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 programs or portfolios shall 

be revealed to such other 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 and during any Cooling Off 

Period (as may be defined in Exhibit F of this FAA) for provisions in Exhibit F expressly subject 

to the Cooling Off Period.

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 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. 

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 conflicts of interest 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 Pandemic 

Recovery or Treasury Office of the Inspector General, as applicable, 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). Prior to the appointment of a Special Inspector 

General for Pandemic Recovery, the Financial Agent covenants to make the disclosures 

specified in this paragraph to the Treasury Office of the Inspector General.

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. 

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).
14. Use of affiliates and contractors 

A. In accordance with Section 3B, 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, BNY Mellon Technology Private Limited, Eagle Investment Systems LLC, 

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

Affiliates) 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 

 

The Treasury, the Special Inspector General for Pandemic Recovery, the Treasury Office of the

Inspector General, the Government Accountability Office, the Congressional Oversight 

Commission , 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 

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, at any time, 

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.
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) 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; (iii) errors by the Treasury in data or instructions provided to the Financial 

Agent; (iv) 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; (v) any property received by the Treasury and not delivered to the Financial 

Agent; (vi) 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; (vii) 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; (viii) 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 (ix) 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 

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; (iii) the Financial Agent is in default under this 

FAA; or (iv) 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 covenant or 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.

H. The Financial Agent fails to provide the required notice to the Treasury under Section 19. 

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: 

A. The Treasury may terminate this FAA and cease its performance hereunder effective 

immediately or following a transition period as described in Section 2C. 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 the 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 

command of each party in an attempt to resolve the matter. This referral 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 and shall transfer 

any such records to the Treasury at the Treasury’s request. 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, or elect not to continue this FAA, in which case 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:

To the Treasury:

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:

Joanna Shapiro

Managing Director

240 Greenwich Street 7th Floor

New York, NY 10286

(212) 815-4949

Joanna.g.shapiro@bnymellon.com

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 this FAA, or any portion thereof, 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 or any interpretation thereof.

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. 

EXHIBITS

Exhibit A Services to be Performed

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
1

EXHIBIT A

SERVICES TO BE PERFORMED

1. Authorization of custodian and infrastructure provider 

The Financial Agent shall provide services, as described herein, as custodian and infrastructure 

providers for securities and other financial instruments in connection with programs established 

pursuant to Section 4003 (and related sections) and Section 4112 (and related sections) of the 

Coronavirus Aid, Relief, and Economic Security Act. Such securities and other financial 

instruments may include but are not limited to warrants, options, preferred stock, debt securities, 

notes, commercial whole loans, or other financial instruments (together, “Assets”) in accounts 

established at the Financial Agent (the “Accounts”). All Assets delivered to the Financial Agent 

will be held and administered in accordance with the Financial Agency Agreement (“FAA”). 

2. Duties as custodian

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

Financial Agent in the appropriate securities depository, as applicable. 

B. The Financial Agent shall release and deliver Assets in the Accounts 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:

i. Upon sale of such Assets for the Accounts, 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; 

ii. To a depository agent in connection with tender or other similar transactions for 

Assets of the Accounts;

iii. 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;

iv. 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;

v. To brokers, clearing banks, or other clearing agents for examination in accordance 

with “street delivery” custom;

vi. 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, 
2

provided that, unless otherwise directed by Proper Instructions, the new securities and 

cash, if any, are to be delivered to the Financial Agent;

vii. 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;

viii. 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 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 Accounts. 

4. Bank accounts

As part of the Accounts, 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 Accounts 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 if the Financial Agent has actual or constructive knowledge that 

any credit to the Accounts 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 Accounts 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 Accounts 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 

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, 
3

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

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

A. Upon the purchase of assets for the Accounts, 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 Accounts 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 Accounts. 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 Accounts.

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. 

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.
4

10. Legal actions

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

the Accounts 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 Accounts 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 

Accounts. 

12. Requirements 

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

A. Custodian

i. Provide all necessary custody accounts, cash accounts, and sub-accounts for the 

portfolio. 

ii. Transaction closing services and tools.

iii. Receive, hold, safe keep, and track all assets and cash in the portfolio, including but 

not limited to, warrants, preferred stock, debt securities, notes, or other financial 

instruments.

iv. Collect principal, interest, and fee distributions for assets in the portfolio.

v. Release assets and disburse cash, in accordance with the Treasury’s instructions.

vi. Manage credits and debits to the various cash and custody accounts for all income, 

receipts, purchases, and outlays of the portfolio.

vii. Confirm acquisitions, settlements, trades, transfers, and other transactions with the 

Treasury, and other counterparties as necessary.

B. Reporting and Analytics 

i. 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. 

ii. Respond to the Treasury requests for program data according to agreed-upon service 
5

levels.

iii. Support public transparency reporting by providing information on all transactions 

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

iv. Reconcile activities daily, if necessary, with the Treasury. 

v. Support the preparation of reports to oversight bodies, as required by the Treasury 

and by law.

C. Cash Management

i. Sweep all end of day cash balances in accordance with the Treasury’s instructions. 

D. General Operations

i. Confirm transactions, trades, and settlements with the Treasury. 

ii. 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.

iii. Track, maintain records of, and promptly resolve notification and settlement fails.

iv. Maintain settlement tolerance thresholds consistent with best practices.

v. Receive and custody securities, or other obligations, in accordance with the custodian 

and accounting requirements herein, from the Financial Institutions. 

vi. Reconcile securities, or other obligations to previously received documents.

vii. Manage dividends or interest received in accordance with the custodian and 

accounting requirements herein.

viii. Take reasonable and customary remedial actions if dividend or interest payments are 

not properly received as scheduled, in accordance with the Treasury’s instructions.

ix. Provide data feeds to the Treasury’s management and accounting systems based upon 

Treasury’s requirements. 

x. Enforce internal controls.

xi. Provide for all necessary operational and analytical hardware and software to support 

all required services. 

xii. Modify the dividend rate for assets as instructed by the Treasury. 
6

xiii. Communicate adjusted dividend rate to asset issuer as instructed by the Treasury.

xiv. Reconfirm the expected amount due to the Treasury with each issuer within agreed 

upon timeline with the Treasury prior to payment date.

xv. 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. Document and Security Custody

i. 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. 

ii. Receive and store physical securities, in accordance with industry best practices for 

safety and security.

iii. Review and certify document sets to ensure that all necessary documents and data are 

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

iv. 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.

v. Image documents and provide the Treasury with on-line access to the images.

F. Other Infrastructure Services

The Financial Agent shall provide the following services, at the Treasury’s option, in accordance 

with instructions on the scope and requirements for such services to be provided by the Treasury 

and consistent with the provisions of Exhibit C.

i. Loan servicing of direct Federal loans held on the books of the Treasury.

ii. Custody of whole loans in the form of direct loans made by the Treasury.

iii. Infrastructural and operational and back office services as needed by the Treasury to 

execute programs under the CARES Act, and as mutually agreed upon with the agent.

iv. Valuation and appraisal services for assets held in the Treasury portfolio.
 

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 pursuant to Section 4003 (and related sections) and Section 

4112 (and related sections) of the Coronavirus Aid, Relief, and Economic Security Act, in 

accordance with the following:

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

fixed fee of $5,000.00 for custodial and infrastructure services provided in 

accordance with this FAA. The fee structure assumes the following parameters;

a. Transaction settlement support;

b. Safekeeping of up to 1,000 financial instruments (warrants, senior debt 

instruments, etc.);

c. Data checks for up to 10 data points per financial instrument;

d. Financial instruments tracked by a Committee on Uniform Securities 

Identification Procedures (CUSIP) number;

e. Standard Custodial Reporting;

f. Processing of principal and interest payments at maturity or end of loan term;

g. Receipt of program notices.

ii) Other Infrastructure Services Fee. The Financial Agent and the Treasury will 

work together to determine cost and scope of any additional services as needed by 

the Treasury to execute programs under the CARES Act.

iii) 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. 

 

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. 
 

EXHIBIT C

PERFORMANCE MEASURES

To Be Agreed Upon by the Treasury and the Financial Agent
 

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 Financial Agency Agreement 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 Financial 

Agency Agreement, as may be amended from time to time;

9. In accordance with the Financial Agency Agreement, as may be amended from time to time, 

[Financial Institution name] covenants to disclose to the Special Inspector General for 

Pandemic Recovery or Treasury Inspector General, as applicable, any credible evidence, in 

connection with the designation, services, or closeout of the Financial Agency Agreement, 

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 the Financial Agency Agreement; 

and

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

amendments thereto, remain true and correct. 

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]
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 Nonpublic Information. 

I understand and agree to the following terms and conditions:

1. By being granted conditional access to Nonpublic 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. 
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 
EXHIBIT F

CONFLICTS OF INTEREST MITIGATION

To Be Agreed Upon by the Treasury and the Financial Agent
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] (Financial Agent).

I, [name of authorized official], a duly authorized official of the Financial Agent, certify that:

1. All employees (other than non-essential personnel) of the Financial Agent, and its 

contractors and sub-contractors and auditors providing services under the FAA are 

United States citizens performing their work in the United States, and 

2. The operation and maintenance of all systems and databases used in providing services 

under the FAA are located in the United States unless specifically authorized by the 

Treasury.

_______________________________________________________________________

Signature and Title of Individual Date
EXHIBIT H

TECHNOLOGY SECURITY CERTIFICATION

To Be Agreed Upon by the Treasury and the Financial Agent

1

AMENDMENT #2 

to the

FINANCIAL AGENCY AGREEMENT

for

CUSTODIAN AND INFRASTRUCTURE SERVICES

for 

PROGRAMS

under the

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT

The Financial Agency Agreement (“FAA”) with an effective date of April 14, 2020, and most 

recently amended as of July 8, 2020, by and between the U.S. Department of the Treasury 

(“Treasury”), and The Bank of New York Mellon (“Financial Agent”), is further amended as 

follows effective September 21, 2020. 

Pursuant to Exhibit B, Section 1. D. of the FAA, the Treasury and the Financial Agent have 

jointly evaluated the costs and resources required for other infrastructure services in 

support of programs and activities established pursuant to Division A, Title IV, Subtitle A,

Section 4003 of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, and 

are hereby amending Exhibit A, Section 12, by adding the following to the end thereof: 

G. Roles and Responsibilities for Secured Loans Issued under Section 4003 of the CARES

Act

i. Financial Agent as Administrative Agent and Collateral Agent. The Financial

Agent shall provide infrastructure services, as described herein, as Administrative Agent and 

Collateral Agent (collectively, “Agents”) of Treasury for loans made to passenger air 

carriers and eligible businesses, cargo air carriers, and national security businesses pursuant 

to Section 4003 of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act 

under separate Loan and Guarantee Agreements and other loan and security documents 

(together the “Loan Documents”) entered into by and between Treasury, the Financial 

Agent, and the Borrowers (the entry into each separate set of Loan Documents, a “Loan 

Transaction”). The Agents shall take such actions on Treasury’s behalf and exercise such 

powers as are delegated to each Agent by the Loan Documents, together with such actions 

and powers as are reasonably incidental thereto, in accordance with the terms and conditions 

of the FAA and its exhibits. Capitalized terms not defined in the FAA or its exhibits shall 

have the meanings ascribed to them in the relevant Loan Document. 

ii. Collateral Agent. The Collateral Agent shall (i) acquire, hold and enforce any and

all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations; 

and (ii) execute any and all documents (including releases) with respect to the Collateral and 
2

the rights of Treasury with respect thereto. These services shall be performed in accordance 

with the Loan Documents for the relevant Loan Transaction, together with such powers and 

discretion as are reasonably incidental thereto, subject to the terms and conditions of the 

FAA and its exhibits. 

iii. Term. The Financial Agent as Administrative Agent and Collateral Agent shall

serve for the term set forth by, and in accordance with the terms and conditions of, Section 2 

of the FAA. In connection with an assignment of Loans by Treasury, the Financial Agent as 

Treasury’s Administrative Agent and Collateral Agent shall be discharged from its 

obligations under the FAA with respect to such assigned Loans. 

iv. Non-Reliance on Agents. Treasury has, independently and without reliance upon

either Agent, made its own credit analysis and decision to enter into the Loan and Guarantee 

Agreements. Treasury will, independently and without reliance upon either Agent, continue 

to make its own decisions in taking or not taking action under or based upon the Loan and 

Guarantee Agreements, or any related agreement or any document furnished thereunder. 

v. Additional Provisions. Neither Agent shall have any duties or obligations except

those expressly set forth in the FAA and its exhibits and the Loan Documents. Without 

limiting the generality of the foregoing:

(a) Neither Agent shall have any duty to take any discretionary action

or exercise any discretionary powers, except discretionary rights and powers expressly 

contemplated by the FAA and its exhibits and by the Loan Documents that the Agents are 

required to exercise as directed in writing by Treasury. 

(b) Except as otherwise provided in the FAA and its exhibits, neither

Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, 

warranty or representation made in or in connection with the Loan Documents, (ii) the 

contents of any certificate, report or other document delivered under or in connection with 

the Loan Documents, (iii) the performance or observance of any of the covenants, 

agreements or other terms or conditions set forth under the Loan Documents or the 

occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of 

the Loan Documents or any other agreement, instrument or document, or (v) the satisfaction 

of any condition set forth in Article IV of any Loan and Guarantee Agreement or elsewhere 

therein, other than to confirm receipt of items expressly required to be delivered to either 

Agent. 
3

Exhibit B, Section 1. A. i) is stricken and replaced with the following language that 

establishes a new compensation model and amends the services to be provided: 

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

fixed fee of $25,000 for custodial and infrastructure services provided in

accordance with this FAA. The fee structure assumes the following parameters:

a. Transaction settlement support;

b. Safekeeping of up to 1,000 financial instruments (warrants, senior debt

instruments, etc.);

c. Data checks for up to 10 data points per financial instrument;

d. Financial instruments tracked by a Committee on Uniform Securities

Identification Procedures (CUSIP) number;

e. Standard Custodial Reporting;

f. Processing of principal and interest payments;

g. Receipt of program notices;

h. Providing standard reporting (e.g., daily accrual report, portfolio outstanding

report, principal & interest reconciliation, monthly waterfall calculation,

delinquency report) for financial instruments executed under the Section 4003

Loan Program for passenger air carriers and eligible businesses, cargo air

carriers, and national security businesses, and the Payroll Support Program

established under Section 4112 (and related sections);

i. Independent Accountants’ report on Applying Agreed-Upon Procedures

relating to the Custodian Services and Other Infrastructure Services performed

in support of the CARES Act.

Exhibit B, Section 1. A. ii) is stricken and replaced with the following language that 

establishes a new compensation model and describes the services to be provided: 

ii) Other Infrastructure Services Fee.

(1) In accordance with this FAA and the Roles and Responsibilities outlined in

Exhibit A, Section 12. G., the Financial Agent shall receive (i) a one-time

program set-up fee of $350,000 to serve as Administrative Agent and Collateral

Agent, and (ii) a monthly fixed fee of $3,000 per loan to serve as Administrative

Agent and Collateral Agent for secured Loan Transactions (as defined in Exhibit

A). This fee structure assumes the following parameters:

a. Providing loan administration services for secured loan transactions under

Section 4003 for passenger air carriers and eligible businesses, cargo air

carriers, and national security businesses;

b. Coordinating the collection and review of loan closing documents and

safekeeping executed financial instruments as outlined under A. i);

c. Providing Collateral Agent services to include (i) acquiring, holding and

enforcing any and all Liens on Collateral granted by any of the Credit Parties

to secure any of the Obligations, and (ii) executing any and all documents
4

(including releases) with respect to the Collateral and the rights of Treasury; 

d. Disbursing loan proceeds and booking loans in system of record (funding

shall be completed within 2-3 business days post-closing, barring extenuating

circumstances);

e. Processing and remitting principal and interest payments;

f. Sending payment notifications and tracking corporate notices; and

g. Providing standard reporting (e.g., daily accrual report, portfolio outstanding

report, principal & interest reconciliation, monthly waterfall calculation,

delinquency report).

(2) In accordance with this FAA, the Financial Agent shall receive a monthly fixed fee

of $1,750 per loan to provide services as Financial Agent to Treasury in

connection with unsecured loan transactions made pursuant to Section 4003 of the

CARES Act. This fee structure assumes the following parameters:

a. Providing loan administration services for unsecured loan transactions under

Section 4003 for passenger air carriers and eligible businesses, cargo air

carriers, and national security businesses;

b. Coordinating the collection and review of loan closing documents and

safekeeping executed financial instruments as outlined under A. i);

c. Disbursing loan proceeds and booking loans in system of record (funding

shall be completed within 2-3 business days post-closing, barring extenuating

circumstances);

d. Processing and remitting principal and interest payments;

e. Sending payment notifications and tracking corporate notices; and

f. Providing standard reporting (e.g., daily accrual report, portfolio outstanding

report, principal & interest reconciliation, monthly waterfall calculation,

delinquency report).

Exhibit B, Section 1. A. iii) “Contractor Fee” is amended as follows: 

Insert “or Other Infrastructure Services Fee” immediately following “Monthly Custodian 

Services Fee.”
5

Exhibit B, Section 1. A. is amended by adding the following new subsection:

iv) Pass-Through Expense Fee. The Financial Agent shall be reimbursed at cost, up to

a reimbursement cap of $350,000, for actual, direct, documented fees (excluding

those covered by the one-time program set-up fee) paid to counsel to the Financial

Agent in connection with the negotiation, closing or post-closing transaction support

of Section 4003 loans in accordance with the fee schedule below, provided that the

Treasury has approved in writing such counsel and their scope of engagement

pursuant to Section 14 of the FAA.

Legal Fee Hourly Rate Cap

Partner, Counsel, Of Counsel $950/hour

Associates $750/hour

Paralegals $250/hour

1

AMENDMENT #3 

to the

FINANCIAL AGENCY AGREEMENT

for

CUSTODIAN AND INFRASTRUCTURE SERVICES

for 

PROGRAMS

under the

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT

The Financial Agency Agreement (“FAA”) with an effective date of April 14, 2020, and most 

recently amended as of September 21, 2020, by and between the U.S. Department of the 

Treasury (“Treasury”), and The Bank of New York Mellon (“Financial Agent”), is further 

amended as follows effective (“Effective Date”). 

The Financial Agency Agreement title is amended by inserting the following at the end

thereof:

“and under the

COMMUNITY DEVELOPMENT BANKING AND FINANCIAL INSTITUTIONS ACT”

“Recitals,” paragraph 1, is stricken and replaced with the following:

“Pursuant to Section 4003(g) of the Coronavirus Aid, Relief, and Economic Security 

(“CARES”) Act, and Section 104A(o)(3) of the Community Development Banking and 

Financial Institutions (“CDBFI”) Act, as amended by Division N, Title V, Subtitle B, of the 

Consolidated Appropriations Act, 2021, the Treasury is authorized to designate financial 

agents of the United States to perform all such reasonable duties in a fiduciary capacity as 

may be required.” 

“Recitals,” paragraph 2, is amended by inserting “CARES” before “Act” and by deleting 

the period thereafter and inserting the following: 

“, and for securities and financial instruments pursuant to Section 104A of the CDBFI Act.”

Section 1. “Designation and authorization” is amended by deleting “Section 4003(g) of the 

Act” and inserting the following in its place:

“Section 4003(g) of the CARES Act and Section 104A(o) of the CDBFI Act,”
2

Section 14. “Use of affiliates and contractors” is amended by inserting a new subsection D. 

as follows:

D. The Financial Agent agrees to use commercially reasonable efforts to engage one or more 

small businesses as contractors, which may include minority- or women-owned businesses, to

provide a portion of the services described in Exhibit B, Section 1. A. i). The Treasury

reserves the right to approve or reject the contractor(s) in its sole discretion.

Exhibit A, Section 12.D “General Operations” is amended by inserting the following new 

numbered bullet point at the end thereof:

xvi. Upon receiving Proper Instructions, execute the Treasury’s capital payments to

Financial Institutions, using cash provided by the Treasury and against delivery of

preferred shares, or other obligations, in accordance with the Treasury’s instructions.

Pursuant to Exhibit B, Section 1. D. of the FAA, the Treasury and the Financial Agent have 

jointly evaluated the costs and resources required to provide services under the FAA for 

the purpose of aligning the Financial Agent’s compensation with such costs and resources.

Accordingly, Exhibit B, Section 1. A. “General compensation and pricing provisions” is 

amended by inserting the following immediately after the comma following “Act”:

“(CARES Act), and pursuant to Section 104A of the Community Development Banking and 

Financial Institutions Act (CDBFI Act),”

Exhibit B, Section 1. A. i) “Monthly Custodian Services Fee” is amended by striking the 

initial paragraph and inserting the following: 

i) Custodian Services Fee. For custodial and other infrastructure services provided in

support of the CARES Act, the Financial Agent shall receive a monthly fixed fee of

$25,000. For custodial and other infrastructure services provided in support of the

CDBFI Act, in accordance with notification from the Treasury of service commence

date the Financial Agent shall receive (i) a one-time set-up fee of $10,000 and (ii) a

monthly fixed fee of $10,000. The fee structure assumes the following parameters:

Exhibit B, Section 1. A. i) “Monthly Custodian Services Fee” is further amended as follows:

1. Subsection b. is amended by inserting the following immediately after “senior debt

instruments,”

“preferred stock, subordinated debt,” 

2. Subsection f. is amended by deleting the semicolon following “payments” and inserting

the following immediately thereafter:

“, dividend payments, and proceeds from the sale of any financial instrument;”
3

3. Subsection h. is amended by:

deleting “Providing standard reporting” and inserting in its place “Providing 

standard NEXEN custody and Solvas debt security reporting” 

deleting the semicolon following “(and related sections)” and inserting the following 

immediately thereafter: “, and the Emergency Capital Investment Program under 

Section 104A of the CDBFI Act;” 

4. Subsection i. is amended by:

inserting “Consolidated” immediately after “Applying” 

deleting the period following “CARES Act” and inserting the following immediately 

thereafter: “, and the CDBFI Act;”

5. New subsection j. is added as follows:

“Executing capital payments against delivery of preferred shares or other 

obligations.” 

Exhibit B, Section 1. A. ii) “Other Infrastructure Services Fee” is amended as follows:

Subsections (1)(g) and (2)(f) are both amended by inserting “Solvas” immediately after 

“standard” 

The FAA is amended to include Exhibit F, as attached to this Amendment, immediately 

following the existing Exhibit E. Exhibit F addresses conflicts of interest identified by the 

Financial Agent and the Treasury and explains the associated mitigation controls.

[Signature page follows.] 
4

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

execute and deliver this amendment to the FAA and its Exhibits as of the Effective Date.

Department of the Treasury

___________________________________ 

Gregory J. Till 

Deputy Assistant Secretary for 

Fiscal Operations and Policy

Financial Agent 

____________________________________

Joanna Shapiro 

Managing Director 

[Signature Page to BNY Mellon FAA Amendment #3] 
1

EXHIBIT F

CONFLICTS OF INTEREST MITIGATION

The following explains certain conflicts of interest mitigation controls the Financial Agent shall

implement under the Financial Agency Agreement (“FAA”) for itself, its corporate affiliates

named in Section 14 of the FAA (“Named Affiliates”), and contractors (excluding third-party 

external auditors and accountants) approved in writing by the Treasury (“Contractors”). The

conflicts of interest mitigation controls are based on the Financial Agent’s role under the FAA,

including the services set forth in Exhibit A of the FAA. To the extent the FAA, including Exhibit

A, is amended, this Exhibit F shall be reviewed to ensure that it appropriately identifies and

mitigates conflicts of interest. For the purpose of this Exhibit F, a recipient of a loan or a payroll

assistance payment under Sections 4003 and 4112 of the Coronavirus Aid, Relief, and Economic

Security Act (“CARES Act”) or a recipient of capital investment under the Emergency Capital 

Investment Program (“ECIP”) pursuant to Section 104A of the Community Development Banking 

and Financial Institutions Act (“CDBFI Act”) for which securities and other financial instruments

are delivered to the Financial Agent by the Treasury shall be considered an “Assigned Entity.”

Conflicts of Interest

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

Agent providing services under the FAA to the Treasury in support of programs under the

CARES Act and ECIP: 

1. The Financial Agent may provide advice or other business services to institutional clients that 

own securities or other financial instruments issued by an Assigned Entity. In addition, the 

Financial Agent may maintain direct or indirect proprietary interests in securities or obligations 

issued by an Assigned Entity. Because the Financial Agent may have knowledge of material

Nonpublic Information regarding the Treasury’s planning, long-term strategy, trading

objectives, and portfolio holdings for an Assigned Entity, there exists a potential conflict of

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

2. Individuals employed by or associated with the Financial Agent may own, on behalf of their 

personal accounts, securities issued by, or another financial interest in, an Assigned Entity. 

Because these individuals may have knowledge of the Treasury’s plans and access to material

Nonpublic Information regarding the terms and conditions for loans or payroll assistance

payments, capital investments, and any associated financial instruments for an Assigned Entity,

there exists a potential conflict of interest between their duty to represent the interests of the 

Treasury and their desire to represent their own interests that could impair the individuals’

objectivity.

Conflicts of Interest Mitigation

The Financial Agent owes a fiduciary duty to the United States as set forth in Section 5 of the 

FAA. The Financial Agent shall maintain and enforce corporate-wide policies and procedures 

addressing potential conflicts of interest regarding its work under the FAA, which for the 

purpose of this Exhibit F are collectively referred to as “Conflicts of Interest Mitigation 

Controls.” The Conflicts of Interest Mitigation Controls shall apply to the Financial Agent and 
2

its Named Affiliates, and also to Contractors unless a separate conflicts of interest mitigation 

plan has been submitted by the Financial Agent and agreed to by the Treasury, (hereafter, 

collectively, “Financial Agent”). To address the conflicts of interest identified above, the 

Financial Agent agrees to implement the following Conflicts of Interest Mitigation Controls.

Conflict of Interest #1: An Assigned Entity is a Client of the Financial Agent

To address concerns that the Financial Agent could improperly use material Nonpublic

Information to unduly favor itself, its affiliates, or its clients, the Financial Agent agrees, in 

addition to complying with all other applicable laws and regulations, to maintain procedures that

ensure that the Financial Agent does not improperly use any knowledge of material Nonpublic 

Information obtained or developed pursuant to the FAA for the advantage of itself or of other 

clients. The Financial Agent agrees to implement information barriers sufficient to prevent the

misuse or unauthorized dissemination of material Nonpublic Information. The components of

such information barriers are set forth in the following section, titled “Additional Conflicts of

Interest Mitigation Controls.”

Conflict of Interest #2: Personal Conflicts of Interest

To address concerns about the objectivity of individuals performing services for the Treasury who

may own, on behalf of personal accounts, securities issued by an Assigned Entity, the Financial

Agent agrees that all personnel responsible for providing services under the FAA shall be subject

to the Financial Agent’s code(s) of conduct, personal securities trading policy(ies), (collectively, 

“Code of Conduct”). Requirements for such Code of Conduct are set forth in the following

section, titled “Additional Conflicts of Interest Mitigation Controls.”

Additional Conflicts of Interest Mitigation Controls

Restrictions Regarding Material Nonpublic Information. While providing services under the 

FAA, some individuals within the Financial Agent may have access to material Nonpublic

Information, such as knowledge of the Treasury’s plans regarding the terms and conditions for

loans or payroll assistance payments, capital investments, any associated financial instruments,

and any trades or trading strategies (effected or proposed to be effected). Information is

“material” if there is there is a substantial likelihood that a reasonable investor would consider it 

important in deciding whether to buy, sell, or hold securities/financial instruments; and a 

substantial likelihood it would have been viewed by a reasonable investor as having significantly 

altered the “total mix” of information available (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 Nonpublic 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.

Identification and Control of Restricted Persons. When an individual is in possession of material

Nonpublic Information obtained or developed pursuant to the FAA, the individual shall be 

considered a “Restricted Person” hereunder. The Financial Agent’s compliance office shall

maintain a list of all Restricted Persons, including each individual’s name, title, business group, 

date they became Restricted Persons, and date of removal from the Restricted Person list. While

in possession of material Nonpublic Information, Restricted Persons shall be considered behind 
3

the “ethical wall,” and are subject to the transaction restrictions specified below.

Use of Securities Watch List. When an individual associated with the Financial Agent is in

possession of material Nonpublic Information obtained or developed pursuant to the FAA

regarding a publicly-traded Assigned Entity, the securities of the Assigned Entity shall be placed

on the Financial Agent’s “Securities Watch List” and be subject to enhanced compliance review

as specified in the Financial Agent’s personal securities trading policy. Key individuals and 

Restricted Persons in possession of the material Nonpublic Information shall be prohibited from

transacting in such securities, except in performance of the FAA. The Financial Agent’s

compliance office shall employ regular monitoring to determine compliance with the Financial

Agent’s insider trading policy. In the event the compliance office identifies non-compliant

transactions it will take appropriate corrective action. A Key Individual is an individual who 

participates personally and substantially, through, for example, decision, approval, disapproval, 

recommendation, or the rendering of advice, in the negotiation or performance of, or monitoring 

for compliance under, the FAA. The term “personally and substantially” shall have the same 

meaning and interpretation ascribed to it in 5 C.F.R. § 2635.402(b)(4).

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

under the FAA, obtains or develops material Nonpublic Information related to the Treasury in the 

securities of the Assigned 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 pre-clear proposed 

proprietary transactions, unless such transactions are non-discretionary customer-driven 

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 Nonpublic Information in deciding whether to allow the proposed 

trade to be executed 

Personal Trading Restrictions. During the term of the FAA, transacting in the securities of an 

Assigned Entity is prohibited for Key Individuals and their “Related Persons,” as defined in this 

section, unless an investment is exempt from prior notification under the Financial Agent’s 

existing policies. Related Persons include the employee’s immediate family1 by blood, marriage, 

adoption or otherwise, who share the same household. Related parties also include partnership 

interests where the employee is a general partner and has influence over investment decisions, 

trusts where the employee exercises investment control and has a pecuniary interest, and 

corporations in which the employee is a controlling shareholder. The Financial Agent’s 

compliance office shall ensure that all reasonable steps to prohibit such investment activities are 

taken, including by enforcement of the Financial Agent’s Code of Conduct.

Information Barrier Policies. Nonpublic Information related to the services under the FAA shall 

be shared only on a need-to-know basis. The Financial Agent shall maintain information barrier

policies and controls that are designed to restrict the dissemination, availability, and sharing of

1 “Immediate family” includes employee’s spouse, domestic partner, children (including stepchildren, foster children, 

sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), 

grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters).
4

Nonpublic Information, including but not limited to material Nonpublic Information. Consistent 

with Section 11 of the FAA, “Conflicts of Interest Mitigation and Information Barriers,” the

Financial Agent shall enforce, maintain, and monitor existing information barrier policies within

the firm and with its affiliates to prevent the dissemination, availability and sharing of Nonpublic 

Information, including but not limited to material Nonpublic Information.

Controls over IT and Paper Files Related to Nonpublic Information. The Financial Agent’s

management, performance, and accounting systems shall restrict Nonpublic Information access

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

Nonpublic Information will also be appropriately segregated and controlled so as to avoid

inappropriate access by unauthorized individuals. Any information technology systems, record

systems, and storage systems and devices used by the Financial Agent in the performance of 

services under the FAA that may contain Nonpublic 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 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 Nonpublic 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 - Business units including persons assigned to service the CARES or

ECIP programs must be adequately segregated from business units involved in activities

that might conflict with those duties owed to the Treasury (i.e., such as asset management

or corporate treasury functions) in accordance with the BNY Mellon’s existing information

barriers, including no sharing of filing space. Individuals who are performing services

under this FAA shall adhere to the Financial Agent’s clear desk standard, as required.

Code of Conduct. The Financial Agent shall maintain a Code of Conduct that sets out principles 

designed to guide employees in the course of their business activities. All employees of the 

Financial Agent shall be required to annually acknowledge that they are familiar with and abide by 

the Code of Conduct. At a minimum, the Code of Conduct must provide for the following:

• The Code of Conduct must require all employees to hold as strictly confidential client

information, to include all Nonpublic Information obtained or developed pursuant to

this FAA, and to know and comply with all company policies, procedures, laws, and

regulations that are applicable to their job duties.

• The Code of Conduct must establish rules requiring a Key Individual to disclose any

material assets held for investment by the Key Individual.
5

• Unless an investment is exempt from prior notification under the Financial Agent’s 

existing policies, the Code of Conduct must require that any investments by such Key

Individuals must be pre-cleared by the Financial Agent’s compliance office and be

subject to appropriate trading restrictions.

• The Code of Conduct must include minimum requirements for pre-clearance of certain

personal securities transactions and regular reporting of security holdings and personal

securities transaction activity.

Training. All Key Individuals associated with the Financial Agent performing services under the 

FAA shall be required to receive compliance training prior to performing services under the FAA

(except for Key Individuals initially appointed under the FAA shall receive training prior to the 

effective date of this exhibit) and annually thereafter, that shall advise each individual of their 

obligations and requirements under the FAA including its exhibits. 

Monitoring / Compliance. The Financial Agent shall monitor the Financial Agent’s conflicts of 

interest mitigation plans and controls set forth in this Exhibit F. The Financial Agent shall 

document such internal oversight and, upon request of the Treasury, provide a report on the 

effectiveness of the Financial Agent’s mitigation controls in ensuring compliance with all 

requirements of the FAA.

Incident Reporting. Anyone performing services under the FAA shall be required to promptly

report any breaches or violations of the conflicts of interest mitigation controls or other

requirements of the FAA to the Financial Agent’s compliance office. A description of the incident

shall be documented in an incident report and promptly provided to the Treasury.

Prohibition on Acceptance and Solicitation of Gifts. The Financial Agent shall ensure that no 

employee of the Financial Agent that performs work under the 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 term 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

responsibilities related to the FAA. The Financial Agent shall not offer, give, or promise to offer

or give, directly or indirectly, any money, gratuity, or other thing of value to any employee of the 

Treasury, except as permitted by Government-Wide Ethics Rules, 5 C.F.R. Part 2635. 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 any service agreement or procurement contract.

Certifications. The Financial Agent, on behalf of itself, Named Affiliates, and Contractors

performing work under the FAA, shall certify in writing that to the best of its knowledge and 

belief, as of the effective date of this conflicts of interest mitigation plan, and semiannually 

thereafter. 
6

• It has no organizational conflicts of interest except to the extent already described in this

Exhibit F, or explain in detail the extent to which it cannot so certify and describe the 

actions it has taken and plans to take to mitigate these conflicts;

• 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; and 

• All Key Individuals providing services under the FAA have certified to the Financial 

Agent’s compliance office that he or she will comply with the requirements of the FAA not 

to share Nonpublic 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 F of the FAA) before a Key Individual performs work under the agreement. 

Subsequent Notification. Subsequent to the certification required in the immediately preceding

section, the Financial Agent has a continuing obligation to search for and to report any other 

potential organizational or personal conflicts of interest. The Financial Agent shall notify the 

Treasury in writing as soon as practicable, and in no instance later than five (5) business days, 

after learning of any conflicts of interest that arise during the term of the FAA. The disclosure

shall describe the steps the Financial Agent has taken or proposes to take to mitigate the potential

conflict 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 ad hoc review of the compliance of the Financial Agent 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 CARES Act and CDBFI Act

including, as applicable, the Special Inspector General for Pandemic Recovery, the Congressional

Oversight Commission, the U.S. Government Accountability Office, and the Department of the 

Treasury Office of Inspector General. The Financial Agent shall cooperate fully with the Treasury

or its designated representative and provide it with any and all such information (in whatever form)

requested to perform such a review.

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 Financial

Agent’s business, are likely to evolve over the term of the FAA. 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.
AMENDMENT #4 

to the

FINANCIAL AGENCY AGREEMENT

for

CUSTODIAN AND INFRASTRUCTURE SERVICES

for 

PROGRAMS

under the

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT

and under the

COMMUNITY DEVELOPMENT BANKING AND FINANCIAL 

INSTITUTIONS ACT

The Financial Agency Agreement (“FAA”) with an effective date of April 14, 2020, and most 

recently amended as of May 1, 2021, by and between the U.S. Department of the Treasury 

(“Treasury”), and The Bank of New York Mellon (“Financial Agent”), is further amended as 

follows effective May 17, 2021 (“Effective Date”). 

Exhibit B, Section 1. A. iv) “Pass-Through Expense Fee” is amended as follows:

Strike “$350,000” and replace it with “$700,000” 

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

execute and deliver this amendment to the FAA and its Exhibits as of the Effective Date.

Department of the Treasury

____________________________________ 

Gregory J. Till 

Deputy Assistant Secretary for 

Fiscal Operations and Policy

Financial Agent

_____________________________________________ 

Joanna Shapiro 

Managing Director