AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
-----------------------------------------
This Amendment, dated as of the 1/st/ day of May, 2001, is entered into
between THE XXXXXXXX FUNDS, INC., a Maryland corporation (the "Fund") and PFPC
TRUST COMPANY, a limited purpose trust company incorporated under the laws of
Delaware ("PFPC Trust").
WHEREAS, the Fund and PFPC Trust have entered into a Custodian Services
Agreement dated as of May 1, 2001 (the "Agreement"), pursuant to which the Fund
has appointed PFPC Trust to act as a custodian for its assets; and
WHEREAS, the Fund and PFPC Trust now wish to amend the Agreement as set
forth below; and
WHEREAS, the Fund's Board of Directors has approved or will ratify this
Amendment;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Defined Terms. From and after the date hereof, the following term as
-------------
used in the Agreement shall be amended and restated in its entirety, and Section
1 (l) of the Agreement shall read, as follows:
"Written Instructions" shall mean (i) written instructions signed by
----------------------
one (1) Authorized Person and received by PFPC Trust or (ii) trade
instructions transmitted by means of an electronic transaction
reporting system which requires the use of a password or other
authorized identifier in order to gain access. The instructions may be
delivered electronically or by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. Miscellaneous. Except to the extent amended and supplemented hereby,
-------------
the Agreement shall remain unchanged and in full force and effect and is hereby
ratified, confirmed and approved in all respects as amended and supplemented
hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date and year first above written.
THE XXXXXXXX FUNDS, INC.
By:
Title:
PFPC TRUST COMPANY
By:
Title: __________________
