Exhibit No. EX. 99.g.1.D
[Xxxxxxx Letterhead]
May 24, 2006
U.S. Bank National Association
000 Xxxxxx Xxxxxx, X.X. CN-OH-W6TC
Cincinnati, OH 45202
Attn: Xxxxxxx XxXxx
Re: Amendment to Custodian Servicing Agreement between U.S. Bank, N.A.
and The Xxxxxxx Funds relating to Proprietary and Confidential
Information of the Trust
To U.S. Bank National Association:
U.S. Bank National Association, a national banking association organized
and existing under the laws of the United States of America with its principal
place of business at Cincinnati, OH (the "Custodian"), and The Xxxxxxx Funds, a
Delaware statutory trust (the "Trust"), on behalf of its separate series of
shares, have entered into a Custodian Servicing Agreement dated February 2,
1998, as amended (the "Agreement"), which provides that the Custodian will
perform certain services relating to the custody and administration of the cash
and securities of the series of the Trust. This letter agreement sets forth the
parties understanding of the treatment of proprietary and confidential
information of the Trust, on behalf of its series under the Agreement. U.S.
Bank, N.A. acknowledges and agrees that:
The Custodian agrees, on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the Trust,
all records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders), and not
to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except (i) after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where the Custodian may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii)
when requested to divulge such information by duly constituted authorities, or
(iii) when so requested by the Trust. Records and other information which have
become known to the public through no wrongful act of the Custodian or any of
its employees, agents or representatives, and information that was already in
the possession of the Custodian prior to receipt thereof from the Trust or its
agent, shall not be subject to this paragraph.
Further, the Custodian will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time to time. In this regard, the Custodian shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust and its
shareholders.
Unless otherwise noted, the capitalized terms appearing in this letter
shall have the same meaning ascribed to such terms in the Agreement.
By:
THE XXXXXXX FUNDS
/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Treasurer
Date: May 24, 2006
Agreed and Accepted By:
U.S. BANK, NATIONAL ASSOCIATION
/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: SVP
Date: June 1, 2006
