Exhibit G
AMENDMENT TO THE CUSTODIAN AGREEMENT
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THIS AMENDMENT, dated as of ______, 2001, between XXXXX STREET FUNDS,
INC. ("MSF"), on behalf of each of the series of stock (the "Funds"), listed on
Appendix A hereto and XXXXX BROTHERS XXXXXXXX & CO., a limited partnership
formed under the laws of the State of New York (BBH&CO. or the CUSTODIAN),
amends the Custodian Agreement between the parties dated February 26, 1997 (the
"Custodian Agreement").
W I T N E S S E T H:
WHEREAS, MSF has employed BBH&Co. to act as custodian for the Funds
and to provide related services, all as provided in the Custodian Agreement;
WHEREAS, the Securities and Exchange Commission has promulgated Rule
17f-7 under the Investment Company Act of 1940 which establishes rules regarding
the Fund's investments held outside the United States through Securities
Depositories; and
WHEREAS, BBH&Co. is willing to provide services in connection with such
Rule in accordance with the terms of this Amendment to the Custody Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the MSF and BBH&Co. hereby agree, as follows:
1. That Section 7 of the Custody Agreement shall be amended by the
incorporation of the following at the end of the second
paragraph of said Section:
"Unless instructed otherwise by the Fund, the Custodian may deposit
and/or maintain non-U.S. Investments of the Fund in any non-U.S.
Securities Depository provided such Securities Depository meets the
requirements of an "eligible securities depository" under Rule 17f-7
promulgated under the 1940 Act, or any successor rule or regulation
("Rule 17f-7") or which by order of the Securities and Exchange
Commission is exempted therefrom.
An Instruction to open an account in a given country shall
comprise authorization of the Custodian to hold assets in such country
in accordance with the terms of this Agreement. The
Custodian shall not be required to make independent inquiry as to the
authorization of the Fund to invest in such country.
Prior to the placement of any assets of the Fund with a
non-U.S. Securities Depository, the Custodian: (a) shall provide to the
Fund or its authorized representative an assessment of the custody
risks associated with maintaining assets within such Securities
Depository; and (b) shall have established a system to monitor the
custody risks associated with maintaining assets with such Securities
Depository on a continuing basis and to promptly notify the Fund or its
Investment Adviser of any material changes in such risk. In performing
its duties under this subsection, the Custodian shall use reasonable
care and may rely on such reasonable sources of information as may be
available including but not limited to: (i) published ratings; (ii)
information supplied by a Subcustodian that is a participant in such
Securities Depository; (iii) industry surveys or publications; (iv)
information supplied by the depository itself, by its auditors
(internal or external) or by the relevant foreign financial regulatory
authority. It is acknowledged that information procured through some or
all of these sources may not be independently verifiable by the
Custodian and that direct access to Securities Depositories is limited
under most circumstances. Accordingly, the Custodian shall not be
responsible for errors or omissions in its duties hereunder provided
that it has performed its monitoring and assessment duties with
reasonable care. The risk assessment shall be provided to the Fund or
its Investment Advisor by such means as the Custodian shall reasonably
establish. Advice of material change in such assessment may be provided
by the Custodian in the manner established as customary between the
Fund and the Custodian for transmission of material market information.
It is acknowledged that Rule 17f-7 has an effective date of
July 1, 2001 and that the Custodian will require a period of time to
fully prepare risk assessment information and to
establish a risk monitoring system as provided in this Section 7.
Accordingly, until July 1, 2001, the Custodian shall use reasonable
efforts to implement the measures required by this Section 7, and
shall in the interim provide to the Fund or its Investment Advisor the
depository information customarily provided and shall promptly inform
the Fund or its Investment Advisor of any material development
affecting the custody risks associated with the maintenance of assets
with a particular Securities Depository of which it becomes aware in
the course of its general duties under this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed as of the date first above written.
XXXXX STREET FUNDS, INC.
By:
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By: XXXXX BROTHERS XXXXXXXX & Co.
By:
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