Exhibit-(g)(xxii)
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
THIS AMENDMENT, dated as of August 21, 2001, by and between XXXXXX
CAPITAL TRUST (the "Fund") and PFPC Trust Company ("PFPC"), amends the Custodian
Services Agreement by and between the parties dated February 21, 1996 (the
"Agreement").
WHEREAS, the Fund has appointed PFPC to act as the custodian of the Fund
and to provide the custodian services set forth in the Agreement; and
WHEREAS, the Fund and PFPC wish to amend the Agreement to clarify the
use of sub-custodians with respect to domestic and foreign assets;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and contained in the Agreement, the Fund and PFPC agree, as
follows:
1. Section 14(c) of the Agreement shall be deleted and restated in its
entirety as follows:
(c) Receipt of Securities.
(i) Segregation: PFPC shall hold all securities received by
it for or for the account of each Portfolio in a
separate account that segregates such securities from
those of any other persons, firms or corporations. All
such securities shall be held or disposed of only upon
Written Instructions of the Fund or otherwise pursuant
to the terms of this Agreement. PFPC shall have no power
or authority to assign, hypothecate, pledge or otherwise
dispose of any such securities or investment, except
upon the express terms of this Agreement or upon Written
Instructions, authorizing the transaction. In no case
may any member of the Fund's Board of Trustees, or any
officer, employee or agent of the Fund withdraw any
securities.
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(ii) Domestic Sub-Custodians: At PFPC's own expense, PFPC may
retain any bank (as defined in Section 2(a)(5) of the
1940 Act and which meets the requirements of a custodian
under Section 17(f) of the 1940 Act and the rules and
regulations thereunder) to act as sub-custodian with
respect to domestic assets of the Fund. Any such
sub-custodian shall have an aggregate capital, surplus
and undivided profits, according to its last published
report, of at least one million dollars ($1,000,000) if
it is a subsidiary or affiliate of PFPC, or at least
twenty million dollars ($20,000,000) if such
sub-custodian is not a subsidiary or affiliate of PFPC.
In addition, any such sub-custodian must agree to comply
with the relevant provisions of the 1940 Act and other
applicable laws, rules and regulations.
(iii) Foreign Sub-Custodians: PFPC may at any time and from
time to time enter into arrangements with sub-custodians
with respect to services regarding foreign assets. Any
such arrangement will be entered into only with prior
notice to the Fund or as otherwise provided in the 1940
Act (e.g., pursuant to Rule 17f-5). In addition, any
sub-custodian may engage an Eligible Foreign Custodian
to act as sub-sub-custodian for purposes of holding the
Fund's assets.
(iv) Responsibility for Domestic and Foreign Sub-Custodians:
PFPC's selection and use of a domestic or foreign
sub-custodian or any sub-sub-custodian shall not relieve
PFPC of any of its duties under this Agreement, and PFPC
shall be fully responsible for the actions or inactions
of any such domestic or foreign sub-custodian or
sub-sub-custodian to the same extent that PFPC would be
liable to the Fund if such actions or inactions were its
own hereunder.
2. All defined terms used herein shall have the meaning given in the
Agreement as amended by this Amendment.
3. The name Xxxxxx Capital Trust refers to Xxxxxx Capital Trust and its
Trustees, as Trustees but not individually or personally, acting under a
Declaration of Trust dated May 6, 1993. The obligations of Xxxxxx Capital Trust
entered into in the name of or on behalf of a Portfolio of Xxxxxx Capital Trust
by any of the Trustees, representatives or agents are made not individually, but
in such Xxxxxx Capital Trust capacities. Such
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obligations are not binding upon any of the Trustees, shareholders or
representatives of Xxxxxx Capital Trust personally, but bind only the assets of
Xxxxxx Capital Trust belonging to such Portfolio for the enforcement of any
claims against Xxxxxx Capital Trust.
Transactions entered into by one or more Portfolios in Xxxxxx Capital
Trust are considered independent transactions and shall in no way affect
transactions entered into by any other Portfolio(s). Any amount owed by Xxxxxx
Capital Trust with respect to any obligation arising out of the Agreement, as
amended, shall be paid only out of the assets and property of the particular
Portfolio(s) that entered into such transaction.
4. To the extent of any conflict between the terms of this Amendment and
the terms of the Agreement, the terms of this Amendment shall be controlling.
Except to the extent amended and supplemented hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed as of the date first above written.
PFPC TRUST COMPANY XXXXXX CAPITAL TRUST
By: /s/ Xxxxx X. Xxxxx By: /s/ Tai-Xxxxx Xxxx
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Name: Xxxxx X. Xxxxx Name: Tai-Xxxx Xxxx
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Title: Vice President Title: CFO
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