Exhibit 99.(g7)
FORM OF AMENDMENT TO CUSTODIAN AGREEMENT
AMENDMENT TO CUSTODIAN AGREEMENT, effective as of May 1, 2007, by and
between XXXXXX XXXX INVESTMENT FUNDS, a business trust established under the
laws of the Commonwealth of Massachusetts (the "Fund"), and INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank entered into a Custodian Agreement dated
December 28, 1999, as amended from time to time (the "Custodian Agreement"); and
WHEREAS, the Fund and Bank desire to amend the Custodian Agreement as
set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments.
Section 16.1 of the Custodian Agreement is hereby amended by adding at
the end thereof, the following:
"In addition, if a majority of the Board of Trustees in its
sole discretion determines that State Street Bank & Trust Company, as
successor to the Bank ("State Street") under this Agreement, beginning
after three (3) months from the date of the final Fund conversion to
State Street's fund accounting systems, has failed to meet the service
standards as agreed to and outlined in the Service Level Agreement
agreed between the parties in any material respects for two consecutive
calendar quarters, written notice of such determination setting forth
the reasons for such determination shall be provided to the Bank. In
the event the Bank shall not, within ninety (90) days thereafter, cure
in all material respects such identified deficiencies as set forth
herein, the Fund, with the authorization of the Board, may terminate
this Agreement. The Fund's right to terminate this Agreement as a
result of a failure to meet the service standards as described herein
is in addition to, and entirely separate from, the Fund's right to
terminate this Agreement as a result of a material breach of the
Agreement by State Street."
2. MISCELLANEOUS.
a) Except as amended hereby, the Custodian Agreement shall remain in full force
and effect.
b) This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
XXXXXX XXXX INVESTMENT FUNDS
Accepted and approved by: __________________________________
Print Name: Xxxx Xxxxxxxx
Title: CEO, Xxxxxx Xxxx Investment Funds
Date: __________________________________
Accepted and approved by: __________________________________
Print Name: Xxxxx Xxxxxx
Title: CFO, Xxxxxx Xxxx Investment Funds
Date: __________________________________
INVESTORS BANK & TRUST COMPANY
Accepted and approved by: __________________________________
Print Name:
Title:
Investors Bank & Trust Company
Date: __________________________________
APPENDIX C
PORTFOLIOS
Xxxxxx Xxxx Total Return Bond Fund
Xxxxxx Xxxx International Equity Fund
Xxxxxx Xxxx International Equity Fund II
Xxxxxx Xxxx Global High Income Fund
Xxxxxx Xxxx U.S. Microcap Fund
Xxxxxx Xxxx U.S. SmallcapFund
Xxxxxx Xxxx U.S. Xxxxxx Fund
Xxxxxx Xxxx U.S. Multicap Fund
