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EXHIBIT (g)(ii)
Xxxxxx Xxxxxxx Trust Company
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
October 29, 1997
Driehaus Mutual Funds
00 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Foreign Custody Manager Delegation Amendment
Dear Sirs:
Reference is made to a Custody Agreement dated as of October 28, 1996
(the "Agreement") by and between the Custodian and the Client for the
safekeeping of securities and cash received by the Custodian for the account of
the Client. Unless otherwise defined herein, terms defined in the Agreement are
used herein with their defined meanings.
1. In addition to the duties of the Custodian under the Agreement, with
respect to the Property in such jurisdictions as the Client and the Custodian
shall agree from time to time, the Client hereby delegates to the Custodian, and
the Custodian hereby accepts and assumes, the following duties of a "Foreign
Custody Manager" as permitted by Rule l7f-5 of the Investment Company of 1940,
as amended ("Rule 17f-5"):
a. selecting Eligible Foreign Custodians (as defined in Rule 17f-5)
and placing and maintaining Property with such Eligible Foreign
Custodians;
b. if determined by the Custodian, entering into written contracts
with such Eligible Foreign Custodians that provide reasonable care for
the Client's Property based on the standards specified in Rule
17f-5(c)(1); and
c. monitoring the appropriateness of maintaining the Property with
each Eligible Foreign Custodian and the custody contracts with such
Eligible Foreign Custodian.
The procedures the Custodian and the Client will use in performing the
activities under this Amendment are set forth in the Agreement and the Client
Services Guide. In performing its functions as a Foreign Custody Manager,
Custodian represents that it will perform the duties
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delegated to it pursuant to Rule 17f-5 by this Amendment. The Custodian agrees
to exercise reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of client assets would exercise in performing
the delegated responsibilities. Notwithstanding anything to the contrary in this
Amendment or the Agreement, the Custodian shall not be responsible for the
duties described in a., b. and c. with respect to any Compulsory Securities
Depository. A "Compulsory Securities Depository" shall mean a securities
depository or clearing agency the use of which is mandatory (i) by law or
regulation; (ii) because securities cannot be withdrawn from the depository or
clearing agency; or (iii) because maintaining securities outside the securities
depository or clearing agency is not consistent with prevailing local custodial
practices.
2. In acting as a Foreign Custody Manager, the Custodian shall not
supervise, recommend or advise the Client relative to the investment, purchase,
sale, retention or disposition of any Property in any particular country,
including with respect to prevailing country risks.
3. Custodian agrees to provide written reports notifying the Client's
Board of Directors (the "Board") of the placement of Property with a particular
Eligible Foreign Custodian and of any material change in the Client's foreign
custody arrangements. Such reports shall be provided to the Board quarterly for
consideration at the next regularly scheduled meeting of the Board or more
frequently if deemed necessary or advisable by the Custodian or if requested by
the Board. Custodian shall provide to any of the Client's Authorized Persons
reports with reasonable promptness upon the occurrence of any material change in
the arrangement with any Eligible Foreign Custodian.
4. a. The Client represents that it (i) has the authority and power to
delegate to the Custodian the duties set forth herein and (ii) has
taken all requisite action (corporate or otherwise) to authorize the
execution and delivery of this Amendment.
b. The Custodian represents that it (i) is a US Bank (as defined in
Rule 17f-5) and (ii) has taken all requisite action (corporate or
otherwise) to authorize the execution and delivery of this Amendment.
5. Except as expressly amended hereby, all terms and provisions of the
Agreement are and shall continue to be in full force and effect. This Amendment
shall be construed in accordance with the applicable laws of the State of New
York. This Amendment may be executed by one or both of the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
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If the foregoing corresponds to your understanding of our agreement,
please indicate your acceptance by the signature of your authorized
representative below.
Yours truly,
XXXXXX XXXXXXX TRUST COMPANY
By: /s/ G. Fiduno
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Name: G. Fiduno
Title:
Agreed and accepted:
DRIEHAUS MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: October 29, 1997
