CUSTODY AGREEMENT
AGREEMENT made as of February 10, 1982 by and between Command Money
Fund, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Trust"), and THE FIRST
JERSEY NATIONAL BANK, a national banking association organized and existing
under the laws of the United States (hereinafter called the "Custodian").
W I T N E S S E T H:
WHEREAS, the Trust desires that its securities and funds shall be
hereafter held and administered by the Custodian pursuant to the terms of this
Agreement:
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and the Custodian agree as follows:
SECTION 1. Definitions
The word "securities" as used herein includes stocks, shares, bonds,
debentures, bills, notes, mortgages, certificates of deposit, bank time
deposits, bankers' acceptances, commercial paper, scrip, warrants, participation
certificates, choses in action, evidences of indebtedness, or other obligations
and any certificates, receipts, warrants or other instruments representing
rights to receive, purchase, or subscribe for the same, or evidencing or
representing any other rights or interests therein, or in any property or
assets.
The term "officers' certificate" shall mean a direction, instruction or
certification in writing signed in the name of the Trust by any two of the
President, a Vice President, the Secretary and the Treasurer of the Trust, or
any other persons duly authorized to sign by the Trustees or the Executive
Committee of the Trust.
SECTION 2. Names, Titles and Signatures of Trust's Officers
The Secretary or an Assistant Secretary of the Trust will certify to the
Custodian the names and the signatures of those persons authorized to sign
officers' certificates, as defined in Section 1 hereof, and the names of the
Trustees and the members of the Executive Committee thereof, if any, together
with any changes which may occur from time to time and the Custodian shall be
fully protected in acting in reliance thereon.
SECTION 3. Receipt and Disbursement of Funds
A. The Custodian shall open and maintain a separate account or accounts in
the name of the Trust, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement. The Custodian shall hold in such
account or accounts, subject to the provisions hereof, all funds received by it
from or for the account of the Trust. The Trust will deliver or cause to be
delivered to the Custodian all funds owned by the Trust, including cash received
for the issuance of its shares during the period of this Agreement. The
Custodian shall make payments of
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funds to, or for the account of, the Trust from such funds only: (a) for the
purchase of securities for the portfolio of the Trust (i) upon the delivery of
such securities to the Custodian (or to any bank, banking firm or trust company
doing business in the United States and designated by the Custodian as its
sub-custodian or agent for this purpose), registered (if registrable) in the
name of the Trust or of the nominee of the Custodian referred to in Section 8 or
in proper form for transfer, or (ii) in the case of repurchase agreements
entered into between the Trust and the Custodian or other bank, upon delivery of
the receipt evidencing purchase by the Trust of securities owned by the
Custodian or other bank along with written evidence of the agreement by the
Custodian or other bank to repurchase such securities from the Trust; (b) for
the repurchase or redemption of shares of the Trust upon written advice thereof
to the Custodian from the Trust's Transfer Agent, in the amount specified in
such advice; (c) for the payment of interest, dividends, taxes, management or
supervisory fees, or operating expenses (including, without limitation thereto,
trustees' fees and expenses, and fees for legal, accounting and auditing
services); (d) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Trust held by or to be
delivered to the Custodian; (e) for the payment to any bank of interest on or
any portion of the principal of any loan made by such bank
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to the Trust; (f) for the payment to any person, firm or corporation who has
borrowed the Trust's portfolio securities the amount deposited with the
Custodian as collateral for such borrowing upon the delivery of such securities
to the Custodian, registered (if registrable) in the name of the Trust or of the
nominee of the Custodian referred to in Section 8 or in proper form for
transfer, or (g) for other proper purposes of the Trust. Before making any such
payment the Custodian shall receive (and may rely upon) an officers' certificate
directing such payment and stating that it is for a purpose permitted under the
terms of items (a), (b), (c), (d) , (e) or (f) of this subsection A. In respect
of item (g), the Custodian will take such action only upon receipt of an
officers' certificate and a certified copy of a resolution of the Trustees or of
the Executive Committee of the Trust signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary, specifying the amount of
such payment, setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose of the Trust, and naming the
person or persons to whom such payment is to be made. In respect to item (f),
the Custodian shall make payment to the borrower of securities loaned by the
Trust of part of the collateral deposited with the Custodian upon receipt of an
officers' certificate stating that the market value of the securities loaned has
declined and specifying the amount to be paid by the Custodian
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without receipt or return of any of the securities loaned by the Trust. In
respect of item (a), in the case of repurchase agreements entered into with a
bank which is a member of the Federal Reserve System, the Custodian may transfer
funds to the account of such bank, which may by itself, prior to receipt of the
safe-keeping receipt and repurchase agreement, provided that such documents are
received prior to the close of business on the same day.
B. Notwithstanding anything herein to the contrary, the Custodian may at
any time or times, appoint (and may at any time remove) any other bank or trust
company as its sub-custodian or agent to carry out such of the provisions of
Subsection A of this Section 3 as the Trust may from time to time request;
provided, however, that the appointment of such sub-custodian or agent shall not
relieve the Custodian of any of its responsibilities hereunder; and provided,
further, that the Trust will not request the appointment of any bank as
sub-custodian unless it meets the requirements of Section 26 of the Investment
Company Act.
C. The Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by the Custodian for
the account of the Trust.
SECTION 4. Receipt of Securities
A. The Custodian shall hold in a separate account, and physically
segregated at all times from those of any other persons, firms, corporations or
trust, pursuant to the pro-
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visions hereof, all securities received by it from or for the account of the
Trust and the Trust will deliver or cause to be delivered to the Custodian all
securities owned by the Trust. All such securities are to be held or disposed of
by the Custodian for, and subject at all times to the instructions of, the Trust
pursuant to the terms of this Agreement. The Custodian shall have no power or
authority to assign, hypothecate, pledge or otherwise dispose of any such
securities and investments, except pursuant to the directive of the Trust and
only for the account of the Trust as set forth in Section 5 of this Agreement.
B. Notwithstanding anything herein to the contrary, the Custodian may at
any time or times, appoint (and may at any time remove) any other bank or trust
company as its sub-custodian or agent to carry out such of the provisions of
Subsection A of this Section 4 and of Section 5 or this Agreement, as the Trust
may from time to time request, provided, however, that the appointment of such
sub-custodian or agent shall not relieve the Custodian of any of its
responsibilities hereunder; and provided, further, that the Trust will not
request the appointment of any bank as sub-custodian unless it meets the
requirements of Section 26 of the Investment Company Act.
SECTION 5. Transfer, Exchange, Redelivery, etc. of Securities
The custodian shall have sole power to release or deliver any securities
of the Trust held by it pursuant to this Agreement. The Custodian agrees to
transfer, ex-
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change or deliver securities held by it hereunder only; (a) for sales of such
securities for the account of the Trust upon receipt by the Custodian of
payment therefor, (b) when such securities mature or are called, redeemed or
retired or otherwise become payable, (c) for examination by any broker selling
any such securities in accordance with "street delivery" custom, (d) in exchange
for or upon conversion into other securities alone or other securities and cash
whether pursuant to any plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise, (e) upon conversion of such
securities pursuant to their terms into other securities, (f) upon exercise of
subscription, purchase or other similar rights represented by such securities,
(g) for the purpose of exchanging interim receipts for temporary securities for
definitive securities, (h) for the purpose of effecting a loan of the Trust's
portfolio securities to any person, firm, corporation or trust upon the receipt
by the Custodian of cash or cash equivalent collateral at least equal to the
market value of the securities loaned, (i) to any bank for the purpose of
collateralizing the obligation of the Trust to repay any moneys borrowed by the
Trust from such bank; provided, however, that the Custodian may at the option of
such lending bank keep such collateral in its possession; subject to the rights
of such bank given to it by virtue of any promissory note or agreement executed
and delivered by the Trust to such bank, or (j) for other proper purposes of the
Trust. As to any deliveries made by the
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Custodian pursuant to items (a), (b), (d), (e), (f), (g) and (h), securities or
funds receivable in exchange therefor shall be deliverable to the Custodian.
Before making any such transfer, exchange or delivery, the Custodian shall
receive (and may rely upon) an officers' certificate requesting such transfer,
exchange, or delivery and stating that it is for a purpose permitted under the
terms of items (a), (b), (c), (d), (e), (f), (g), (h) or (i) of this Section 5,
and, in respect of item (j), upon receipt of an officers' certificate and a
certified copy of a resolution of the Trustee's or of the Executive Committee
signed by an officer of the Trust and certified by its Secretary or an Assistant
Secretary, specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purpose to be a proper
purpose of the Trust, and naming the persons or persons to whom delivery of such
securities shall be made. In respect of item (h), the officers' certificate
shall state the market value of the securities to be loaned and the
corresponding amount of collateral to be deposited with the Custodian;
thereafter, upon receipt of an officers' certificate stating that the market
value of the securities loaned has increased and specifying the amount of
increase, the Custodian shall collect from the borrower additional cash
collateral in such amount.
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SECTION 6. Federal Reserve Book-Entry System
Notwithstanding any other provisions of this Agreement, it is expressly
understood and agreed that the Custodian is authorized in the performance of its
duties hereunder to deposit in the book entry deposit system operated by the
Federal Reserve Banks (the "System"), United States government, instrumentality
and agency securities and any other securities deposited in the System
("Securities") and to use the facilities of the System, as permitted by
Rule 17f-4 under the Investment Company Act of 1940, in accordance with the
following terms and provisions:
(a) The Custodian may keep Securities of the Trust in the System
provided that such Securities are represented in an account ("Account") of
the Custodian's in the System which shall not include any assets of the
Custodian other than assets held in a fiduciary or custodian capacity.
(b) The records of the Custodian with respect to the Trust's
participation in the System through the Custodian shall identify by book
entry Securities belonging to the Trust which are included with other
securities deposited in the Account and shall at all times during the
regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Trust and employees and
agents of the Securities and Exchange Commission.
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(c) The Custodian shall pay for Securities purchased for the account
of the Trust upon: (i) receipt of advice from the System that such
Securities have been transferred to the Account; and (ii) the making of an
entry on the records of the Custodian to reflect such payment and transfer
for the account of the Trust. The Custodian shall transfer Securities sold
for the account of the Trust upon: (i) receipt of advice from the System
that payment for such securities has been transferred to the Account; and
(ii) the making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Trust. The Custodian
shall send the Trust a confirmation of any transfers to or from the
account of the Trust.
(d) The Custodian will provide the Trust with any report obtained by
the Custodian on the System's accounting system, internal accounting
control and procedures for safeguarding securities deposited in the
System. The Custodian will provide the Trust, at such times as the Trust
may reasonably require, with reports by independent public accountants on
the accounting system, internal accounting control and procedures for
safeguarding securities including Securities deposited in the System
relating to the services provided by the Custodian under this Agreement;
such reports shall detail material inadequacies disclosed by such
examination, and, if there are no such inadequacies, shall so state, and
shall be of such scope and in such detail as the Trust may reasonably
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require and shall be of sufficient scope to provide reasonable assurance
that any material inadequacies would be disclosed.
SECTION 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives an officers' certificate to the
contrary, the Custodian shall:
(a) Present for payment all coupons and other income items held by it for
the account of the Trust which call for payment upon presentation and hold the
funds received by it upon such payment for the account of the Trust: (b) collect
interest and cash dividends received, with notice to the Trust, for the account
of the Trust; (c) hold for the account of the Trust hereunder all stock
dividends, rights and similar securities issued with respect to any securities
held by it hereunder; (d) execute as agent on behalf of the Trust all necessary
ownership certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department or under the laws of any
State now or hereafter in effect, inserting the Trust's name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so; (e) transmit promptly to the Trust all reports, notices and
other written information received by the Custodian from or concerning issuers
of the Trust's portfolio securities; and (f) collect from the borrower the
securities loaned and delivered by the Custodian pursuant to item (h) of Section
5 hereof, (i) any interest or
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cash dividends paid on such securities, and (ii) all stock dividends, rights and
similar securities issued with respect to any such loaned securities.
With respect to securities of foreign issue, it is expected that the
Custodian will use its best efforts to effect collection of dividends, interest
and other income, and to notify the Trust of any call for redemption, offer of
exchange, right of subscription, reorganization, or other proceedings affecting
such securities, or any default in payments due thereon. It is understood,
however, that the Custodian shall be under no responsibility for any failure or
delay in effecting such collections or giving such notice with respect to
securities of foreign issue, regardless of whether or not the relevant
information is published in any financial service available to it unless such
failure or delay is due to its negligence; however, this sentence shall not be
construed as creating any such responsibility with respect to securities of
non-foreign issue, other than such responsibility as may be part of the general
responsibility of the Custodian as stated in this Section 7. Collections of
income in foreign currency are, to the extent possible to be converted into
United States dollars unless otherwise instructed in writing, and in effecting
such conversion the Custodian may use such methods or agencies as it may see
fit, including the facilities of its own foreign division at customary rates.
All risk and expenses incident to such collection and conversion is for the
account
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of the Trust and the Custodian shall have no responsibility for fluctuations
in exchange rates affecting any such conversion.
SECTION 8. Registration of Securities
Except as otherwise directed by an officers' certificate, the Custodian
shall register all securities, except such as are in bearer form, in the name of
a registered nominee of the Custodian as defined in the Internal Revenue Code
and any Regulation of the Treasury Department issued thereunder or in any
provision of any subsequent Federal tax law exempting such transaction from
liability for stock transfer taxes, and shall execute and deliver all such
certificates in connection therewith as may be required by such laws or
Regulations or under the laws of any State. The Custodian shall use its best
efforts to the end that the specific securities held by it hereunder shall be at
all times identifiable in its records.
The Trust shall from time to time furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee, any securities
which it may hold for the account of the Trust and which may from time to time
be registered in the name of the Trust.
SECTION 9. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of
the securities held hereunder by or for the account of the Trust, except in
accordance with the instructions contained in an officers' certificate. The
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Custodian shall execute and deliver, or cause to be executed and delivered, to
the Trust all notices, proxies and proxy soliciting materials with relation to
such securities (excluding any securities loaned and delivered by the Custodian
pursuant to item (h) of Section 5 hereof), such proxies to be executed by the
registered holder of such securities (if registered otherwise than in the name
of the Trust), but without indicating the manner in which such proxies are to be
voted.
SECTION 10. Transfer Tax and Other Disbursements
The Trust shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder and for all
other necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement.
The Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provision of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State, to exempt
from taxation any exemptable transfers and/or deliveries of any such securities.
SECTION 11. Concerning the Custodian
A. The Custodian shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties.
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B. The Custodian shall not be liable for any action taken in good faith
upon any officers' certificate as herein defined or certified copy of any
resolution of the Trustees or of the Executive Committee, and may rely on the
genuineness of any such document which it may in good faith believe to have been
validly executed.
C. The Custodian shall not be liable for any loss or damage, resulting
from its action or omission to act or otherwise, except for any such loss or
damage arising out of its own negligence or willful misconduct and except that
the Custodian shall be responsible for the acts of any sub-custodian or agent
appointed hereunder. The Custodian may apply for and obtain the advice and
opinion of counsel to the Trust or of its own counsel with respect to questions
of law, and shall be fully protected with respect to anything done or omitted by
it in good faith, in conformity with such advice or opinion.
D. Without limiting the generality of the foregoing, the Custodian shall
be under no duty or obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any securities purchased by or for
the Trust, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
(b) The legality of the issue or sale of any securities by or for
the Trust, or the propriety of the amount for which the same are sold;
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(c) The legality of the issue or sale of any shares of the Trust, or
the sufficiency of the amount to be received therefor;
(d) The legality of the redemption of any shares of the Trust, or
the propriety of the amount to be paid therefor;
(e) The legality of the declaration of any dividend or distribution
by the Trust, or the legality of the issue of any shares of the Trust in
payment of any dividend or distribution in shares;
(f) The legality of the delivery of any securities held for the
Trust for the purpose of collateralizing the obligation of the Trust to
repay any moneys borrowed by the Trust; or
(g) The legality of the delivery of any securities held for the
Trust for the purpose of loaning said securities to any person, firm or
corporation.
E. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount, if the securities upon which such amount is
payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
written instructions signed in the name of the Trust by one of its executive
officers, and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.
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F. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the account of
the Trust, are such as may properly be held by the Trust under the provisions of
its Declaration of Trust.
G. The Trust agrees to indemnify and hold harmless the Custodian and its
nominee from all taxes, charges, expenses, assessments, claims, liabilities, and
losses (including counsel fees) incurred or assessed against it or its nominee
in connection with the performance of this Agreement, except such as may arise
from its or its nominee's own negligent action, negligent failure to act or
willful misconduct. The Custodian is authorized to charge any account of the
Trust for such items. In the event of any advance of funds for any purpose made
by the Custodian resulting from orders or instructions of the Trust, or in the
event that the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the
performance this Agreement, except such as may arise from its or its nominee's
own negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Trust shall be security
therefor.
SECTION 12. Reports by the Custodian
A. The Custodian shall furnish the Trust daily with a statement
summarizing all transactions and entries for the account of the Trust. The
Custodian shall furnish the Trust
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at the end of every month with a list of the portfolio securities held by it as
Custodian for the Trust, adjusted for all commitments confirmed by the Trust as
of such time certified by a duly authorized officer of the Custodian. The books
and records of the Custodian pertaining to its actions under this Agreement
shall be open to inspection and audit at reasonable times by officers of the
Trust, its independent accountants and officers of its investment advisors.
B. The Custodian will maintain such books and records relating to
transactions effected by it as are required by the Investment Company Act of
1940, as amended from time to time and any rule or regulation thereunder; or by
any other applicable provisions of the law to be maintained by the Trust or its
Custodian, with respect to such transactions, and preserving or causing to be
preserved, any such books and records for such periods as may be required by any
such rule or regulation.
SECTION 13. Termination or Assignment
This agreement may be terminated by the Trust, or by the Custodian, on
sixty (60) days' notice, given in writing and sent by registered mail to the
Custodian, or to the Trust, as the case may be, at the address hereinafter set
forth. Upon any termination of this Agreement, pending appointment of a
successor to the Custodian or a vote of the shareholders of the Trust to
dissolve or to function without
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a Custodian of its funds, securities and other property, the Custodian shall not
deliver funds, securities or other property of the Trust to the Trust, but may
deliver them to a bank or trust company of its own selection, having an
aggregate capital, surplus and undividend profits, as shown by its last
published report of not less than ten million dollars ($10,000,000) as a
Custodian for the Trust to be held under terms similar to those of this
Agreement; provided, however, that the Custodian shall not be required to make
any such delivery or payment until full payment shall have been made by the
Trust of all liabilities constituting a charge on or against the properties then
held by the Custodian or on or against the Custodian, and until full payment
shall have been made to the Custodian of all its fees, compensations, costs and
expenses, subject to the provisions of Section 11 of this Agreement.
SECTION 14. Miscellaneous
A. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its office at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the
Custodian may from time to time designate in writing.
B. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust, shall be sufficiently given if
addressed to the Trust and mailed or delivered to it at its office at
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or at such other place as the Trust may from time to time designate in writing.
C. This agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement, and authorized or approved by a resolution of the Trustees of the
Trust.
D. This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assign, provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Custodian or by the Custodian without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
E. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute but one instrument.
F. This Agreement and the rights and obligations of the Trust and the
Custodian hereunder shall be construed and interpreted in accordance with the
laws of the State of New Jersey.
G. The Declaration of Trust establishing a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts,
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provides that the name refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee nor agent of
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of said Trust, but the
Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective officers thereunto duly authorized.
Executed in several counterparts, each of which is an original.
THE FIRST JERSEY NATIONAL BANK
Attest:
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
---------------------- ----------------------
ASSISTANT SECRETARY Vice President
Attest:
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
---------------------- ----------------------
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AMENDMENT TO CUSTODY AGREEMENT
Amendment dated as of May 17, 1982 to the Custody Agreement, dated
February 10, 1982, between COMMAND MONEY FUND, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (the "Trust"), and
THE FIRST JERSEY NATIONAL BANK, a national banking association organized and
existing under the laws of the United States (the "Custodian").
In consideration of the mutual agreements contained herein, the
parties hereto amend the Custody Agreement as follows:
A. The second paragraph of Section 1 shall read as follows:
The term 'officer's certificate' shall mean a direction, instruction
or certification in writing signed in the name of the Trust by either the
President, any Vice President, the Secretary or the Treasurer of the
Trust, or any other person duly authorized to sign by the Trustees or the
Executive Committee of the Trust."
B. The parenthetical beginning on line 14 of subsection A of Section
3 shall read in its entirety "or to any subcustodian as provided for in Section
15."
C. Subsection B of Section 3 shall be deleted in its entirety and
subsection "C" shall be designated subsection "B".
D. Subsection B of Section 4 shall be deleted in its entirety.
E. Subsection C of Section 11 shall be amended by deleting from line
6 the words "appointed hereunder" and adding in their place the words "as set
forth in Section 15.
F. There shall be added after Section 14 a new Section 15 that shall
read in its entirety as follows:
"SECTION 15. Securities and funds to be held outside the United
States shall be held by subcustodians appointed pursuant to the provisions
of this Section 15. Upon request by the Trust, the Custodian shall appoint
the bank or trust company selected by the Trust, which meets the
requirements of a custodian under the Investment Company Act of 1940 or
the rules and regulations thereunder, to act as subcustodian for the Trust
for the purpose of holding securities and funds outside of the United
States, provided, that any such bank or trust company and the subcustodian
agreement to be entered into between such bank or trust company and the
Custodian (including all proposed charges for services of such bank or
trust company) shall have
-2-
been approved in writing by the Trust. The Custodian may, with consent of
the Trust, remove any such bank or trust company that has been appointed
as a subcustodian.
With respect to the securities and funds held by a subcustodian
appointed pursuant to the provisions of this Section, the Custodian shall
be liable to the Trust if and only to the extent that such subcustodian is
liable to the Custodian under the applicable subcustodian agreement
(including the applicable law as indicated in such agreement). The
Custodian shall nevertheless be liable to the Trust for its own negligent
failure to transmit accurately and promptly any instructions received by
it from the Trust and for its own negligence in connection with the
delivery of any securities or funds by it to any such subcustodian.
In the event that any subcustodian appointed pursuant to the
provisions of this Section fails to perform any of its obligations under
the terms and conditions of the applicable subcustodian agreement, the
Custodian shall use its best efforts to cause such subcustodian to perform
such obligations. In the event that the Custodian is unable to cause such
subcustodian to perform fully its obligations
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thereunder, the Custodian shall forthwith terminate the subcustodian
agreement and, if necessary or desirable, the Trust will appoint another
subcustodian in accordance with the provisions of this Section.
At the written request of the Trust, the Custodian will terminate
any subcustodian appointed pursuant to the provisions of this Section in
accordance with the termination provisions under the applicable
subcustodian agreement. The Custodian will not amend any subcustodian
agreement or agree to change or permit any changes thereunder except upon
the prior written approval of the Trust."
The Declaration of Trust establishing COMMAND MONEY FUND, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of the Commonwealth of Massachusetts, provides that
the name COMMAND MONEY FUND refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of COMMAND MONEY FUND shall be held to
any personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise, in connection with the
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affairs of said COMMAND MONEY FUND, but the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and their respective corporate seals to be affixed hereto as of the
date first written above by their respective officers thereunto duly authorized.
THE FIRST JERSEY NATIONAL BANK
Attest: By /s/ [ILLEGIBLE] Vice President
----------------------------------
/s/ [ILLEGIBLE]
----------------------------------- COMMAND MONEY FUND
SECRETARY
Attest: By /s/ [ILLEGIBLE]
----------------------------------
/s/ [ILLEGIBLE]
-----------------------------------
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