Ex-(g)(iv)
AMENDMENT
This Amendment amends the Custodian Services Agreement between The Xxxxxxx
Xxxxxx Family of Funds (the "Fund") and PFPC Trust Company ("PFPC") made as of
April 8, 1991 (as subsequently amended and assigned). The date of this Amendment
is as of July 2, 2001.
The parties agree as follows:
PFPC will provide to the Fund the risk analysis and monitoring required under
sub-sections (a)(1)(i)(A) and (B) of Rule 17f-7 ("Rule 17f-7") under the
Investment Company Act of 1940 (the "1940 Act") subject to and in accordance
with the provisions set out below, and in consideration of the provision of such
risk analysis and monitoring the Fund agrees to the provisions set out below.
1. (a) For such consideration (if any) as agreed and as contemplated by
Rule 17f-7, PFPC will provide a written analysis (which may be in electronic
form) to the Fund and its investment adviser of the custody risks associated
with maintaining the Fund's "Foreign Assets" (as that term is defined in Rule
17f-5(a)(2) under the 1940 Act) with each "Eligible Securities Depository" (as
that term is defined in Rule 17f-7(b)(1)) listed on Exhibit B hereto (as the
same may be changed by PFPC from time to time) and at which any Foreign Assets
of the Fund are held or are expected to be held. PFPC shall monitor the custody
risks associated with maintaining the Fund's Foreign Assets at each such
Eligible Securities Depository on a continuing basis and shall promptly notify
the Fund or its investment adviser in writing (which may be in electronic form)
of any material change in such risks.
(b) Based on the information available to it in the exercise
of diligence, PFPC shall determine the eligibility under Rule 17f-7(b)(1) of
each depository listed on Exhibit B hereto (as the same may be changed by PFPC
from time to time) and shall promptly advise the Fund or its investment adviser
in writing (which may be in electronic form) if any such depository ceases to
meet the definition of an Eligible Securities Depository (as that term is
defined in Rule 17f-7(b)(1)).
2. The Fund acknowledges that it may maintain Foreign Assets only at the
depositories listed on Exhibit B hereto (as the same may be changed by PFPC from
time to time). Unless the Fund provides written notice to PFPC specifically
stating that a particular depository is not acceptable to it, the Fund agrees
and acknowledges that its Foreign Assets may be held at any of the depositories
listed on Exhibit B hereto.
3. In providing services pursuant to this Amendment, PFPC shall exercise
reasonable care, prudence and diligence. PFPC will indemnify the Fund with
respect to the services set forth in this Amendment for the losses, liabilities
and expenses suffered by the Fund as a result of PFPC's (a) failure to exercise
such reasonable care, prudence and diligence, and (b) willful misfeasance, bad
faith, negligence or reckless disregard in carrying out its duties and
obligations under this Amendment, provided that in no event will PFPC be liable
for any indirect, special or consequential losses or damages (regardless of
whether PFPC was aware of the possibility thereof). The Fund will indemnify PFPC
for losses, liabilities and expenses suffered by PFPC with respect to the
matters set forth in this Amendment, except for such losses, liabilities and
expenses arising out of PFPC's own (a) failure to exercise reasonable care,
prudence and diligence, or (b) willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Amendment, provided
that in no event will the Fund be
liable for any indirect, special or consequential losses or damages (regardless
of whether the Fund was aware of the possibility thereof).
4. The Fund represents that the Foreign Assets which are the subject
matter of this document are subject to the 1940 Act.
5. Notwithstanding the provisions of any arrangements between the Fund
and PFPC or otherwise, the Fund hereby agrees that Foreign Assets may be
maintained with any Eligible Securities Depository listed on Exhibit B hereto
(unless the Fund provides written notice to PFPC specifically stating that a
particular depository is not acceptable to it). PFPC will not be deemed to have
chosen any such Eligible Securities Depositories.
6. The Fund acknowledges that PFPC (at its own expense) may utilize a
third party to carry out PFPC's activities set forth herein, provided however,
that the appointment or use of a third party will not relieve PFPC of its
obligations and responsibilities under this Amendment and PFPC will be
responsible and liable to the Fund for the acts or omissions of such third party
to the same extent that PFPC would be responsible and liable to the Fund if such
acts or omissions were PFPC's own in providing the services set forth in this
Amendment (provided that in no event will PFPC be liable for any indirect,
special or consequential losses or damages (regardless of whether PFPC or such
third party was aware of the possibility thereof)).
This Amendment shall supercede and replace the Amendment between PFPC and the
Fund dated as of the same date hereof and relating to the risk analysis and
monitoring required by Rule 17f-7.
This Amendment and the provisions hereof shall be construed in accordance with
the laws of the State of New York, without regard to its conflict of laws
principles. This Amendment may be executed in counterparts, all of which when
taken together shall constitute one contract. Delivery of an executed
counterpart of this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment. Each party hereto
represents that it has taken all requisite action (corporate or otherwise) to
authorize the execution and delivery of this Amendment.
Agreed:
PFPC TRUST COMPANY
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------------------
Title: Chairman
-----------------------------------------
THE XXXXXXX XXXXXX FAMILY OF FUNDS
By: /s/ Tai-Xxxx Xxxx
-----------------------------------------
Name: Xxx-Xxxx Xxxx
-----------------------------------------
Title: Chief Financial Officer
-----------------------------------------
Exhibit A
Intentionally left blank
Exhibit B
COUNTRY DEPOSITORY INSTRUMENTS
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
ARGENTINA CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
AUSTRALIA AUSTRACLEAR LIMITED Corporate Debt, Money Market, Semi-Government Debt
AUSTRALIA CHESS Equity
(Clearing House Electronic Sub-register System)
AUSTRALIA RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
AUSTRIA OEKB Equity, Corporate Debt, Government Debt
(OESTERREICHISCHE KONTROLLBANK AG)
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
BELGIUM NBB Corporate Debt, Government Debt
(National Bank of Belgium)
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
BRAZIL CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
BRAZIL SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
BULGARIA BNB Government Debt
(Bulgaria National Bank)
BULGARIA CDAD Equity, Corporate Debt
(Central Depository A.D.)
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
CHINA, SHANGHAI SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corporation)
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
COUNTRY DEPOSITORY INSTRUMENTS
COLOMBIA DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
CROATIA SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
CROATIA MINISTRY OF FINANCE OF THE REPUBLIC OF CROATIA Short-term debt issued by the Ministry of Finance.
CROATIA CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
CZECH REPUBLIC CNB Government Debt
(Czech National Bank)
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
EUROMARKET DCC Euro-CDs
(The Depository and Clearing Centre)
EUROMARKET CLEARSTREAM Euro-Debt
(Clearstream Banking, S.A.)
EUROMARKET EUROCLEAR Euro-Debt
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
FRANCE EUROCLEAR FRANCE Equity, Corporate Debt, Government Debt
GERMANY Clearstream Equity, Corporate Debt, Government Debt
(CLEARSTREAM BANKING AG)
GREECE CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
GREECE BOG Government Debt
(BANK OF GREECE)
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
HONG KONG CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Depository and Clearing House -
Kosponti Elszamolohaz es Ertektar (Budapest)
Rt.)
COUNTRY DEPOSITORY INSTRUMENTS
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
INDIA CDSL Equity
(Central Depository Services (India) Limited)
INDIA RBI Government Debt
(Reserve Bank of India)
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
ISRAEL TASE CLEARING HOUSE Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
ITALY MONTE TITOLI S.P.A. Equity, Corporate Debt, Government Debt
ITALY BANCA D'ITALIA Government Debt
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
JAPAN BOJ Registered Government Debt
(Bank of Japan)
KAZAHKSTAN CSD Equity
(CENTRAL SECURITIES DEPOSITORY CJSC)
KENYA CBCD Government Debt
(Central Bank Central Depository)
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
LEBANON MIDCLEAR X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
LUXEMBOURG CLEARSTREAM Equity
(Clearstream Banking S.A.)
MALAYSIA MCD Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
MOROCCO MAROCLEAR Equity, Corporate Debt, Government Debt
NETHERLANDS NECIGEF Equity, Corporate Debt, Government Debt
COUNTRY DEPOSITORY INSTRUMENTS
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
PAKISTAN SBP Government Debt
(State Bank of Pakistan)
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
PHILIPPINES PCD Equity
(Philippine Central Depository Inc.)
PHILIPPINES XXXX Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
POLAND CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
PORTUGAL CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e Sistema de
Liquidacao e Compensacao)
ROMANIA SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
ROMANIA BSE Equity
(Bucharest Stock Exchange Registry)
RUSSIA VTB Equity, Corporate Debt, Government Debt (Ministry of
(Vneshtorgbank) Finance Bonds)
RUSSIA NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
RUSSIA DCC Equity
(Depository Clearing Company)
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
COUNTRY DEPOSITORY INSTRUMENTS
SINGAPORE SGS Government Debt
(Monetary Authority of Singapore / Singapore
Government Securities Book-Entry System)
SLOVAK REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava,
a.s.)
SLOVAK REPUBLIC NBS Government Debt
(National Bank of Slovakia)
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
SOUTH AFRICA CDL Corporate Debt, Government Debt
(CENTRAL DEPOSITORY (PTY) LIMITED)
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
SPAIN SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
SPAIN CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour
la Compensation et le Depot des Valeurs
Mobilieres)
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
UNITED KINGDOM CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
UNITED STATES DTC Equity, Corporate Debt
(Depository Trust Company)
UNITED STATES PTC Mortgage Back Debt
COUNTRY DEPOSITORY INSTRUMENTS
(Participants Trust Company)
UNITED STATES FED Government Debt
(THE FEDERAL RESERVE BOOK-ENTRY SYSTEM)
URUGUAY BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
ZAMBIA CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
ZAMBIA BOZ Government Debt
(Bank of Zambia)