Exhibit (g)(iii)
AMENDMENT TO THE CUSTODIAN AGREEMENT
THIS AMENDMENT, dated as of December 14 2004, amends the Custodian
Agreement between the parties dated December 14, 2004 (the "Custodian
Agreement") between XXXXXXX INSTITUTIONAL FUNDS, an open-end management
investment company organized under the laws of the State of Massachusetts and
registered with the Securities and Exchange Commission under the 1940 Act (the
TRUST) on behalf of each series of the Trusts set forth on the attached Appendix
A as the same may be amended from time to time (each a Fund and collectively the
Funds), and XXXXX BROTHERS XXXXXXXX & CO., a limited partnership formed under
the laws of the State of New York (BBH&CO. or the CUSTODIAN).
W I T N E S S E T H:
WHEREAS, the Fund has employed BBH&Co. to act as custodian for the Fund
and to provide related services, all as provided in the Custodian Agreement;
WHEREAS, the Securities and Exchange Commission has promulgated Rules
17f-5 and 17f-7 under the Investment Company Act of 1940 which establish rules
regarding the Fund's investment held outside the United States at subcustodians
or through Securities Depositories; and
WHEREAS, BBH&CO is willing to provide services in connection with such
Rules 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 Fund and BBH&Co. hereby agree, as follows:
1. That Section 8.2 of the Custody Agreement shall be amended and restated in
its entirety as follows:
8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. 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. Prior to the time that securities are
placed with such depository, but subject to the provisions of Section 8.2.4
below, the Custodian shall have prepared an analysis of the custody risks
associated with maintaining assets with the Securities Depository and shall have
established a system to monitor such risks on a continuing basis in accordance
with subsection 8.2.3 of this Section. Additionally, the Custodian may, at any
time and from time to time, appoint (a) any bank, trust company or other entity
meeting the requirements of an "eligible foreign custodian" under Rule 17f-5 or
which by order of the Securities and Exchange Commission is exempted therefrom,
or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the
requirements of a custodian under Section 17(f) of the 1940 Act and the rules
and regulations thereunder, to act on behalf of the Fund as a Subcustodian for
purposes of holding Investments of the Fund outside the United States. Such
appointment of foreign Subcustodians shall be subject to approval of the Fund in
accordance with Subsections 8.2.1 and 8.2.2 hereof, and use of non-U.S.
Securities Depositories shall be subject to the terms of Subsections 8.2.3 and
8.2.4 hereof. 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.
8.2.1. BOARD APPROVAL OF FOREIGN SUBCUSTODIANS. Unless and
except to the extent that the Board has delegated to, and the
Custodian has accepted delegation of, review of certain matters
concerning the appointment of Subcustodians pursuant to Subsection
8.2.2, the Custodian shall, prior to the appointment of any
Subcustodian for purposes of holding Investments of the Fund outside
the United States, obtain written confirmation of the approval of
the Board of Trustees or Directors of the Fund with respect to (a)
the identity of a Subcustodian, and (b) the Subcustodian agreement
which shall govern such appointment, such approval to be signed by
an Authorized Person.
8.2.2. DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time
to time, the Custodian may agree to perform certain reviews of
Subcustodians and of Subcustodian Contracts as delegate of the
Fund's Board. In such event, the Custodian's duties and obligations
with respect to this delegated review will be performed in
accordance with the terms of the attached 17f-5 Delegation Schedule
to this Agreement.
8.2.3. MONITORING AND RISK ASSESSMENT OF SECURITIES
DEPOSITORIES. Prior to the placement of any assets of the Fund with
a 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.
2. That Section 8.3 of the Custody Agreement shall be amended and restated in
its entirety as follows:
8.3 RESPONSIBILITY FOR SUBCUSTODIANS. Except as provided in the last
sentence of this Section 8.3, the Custodian shall be liable to the Fund for any
loss or damage to the Fund caused by or resulting from the acts or omissions of
any Subcustodian to the extent (i) under the terms set forth in the Subcustodian
Agreement between the Custodian and the Subcustodian or in the Sub-subcustodian
Agreement between a Subcustodian and
a Sub-subcustodian, the Subcustodian or Sub-subcustodian has failed to perform
in accordance with the standard of conduct imposed under such Subcustodian
Agreement or Sub-subcustodian Agreement, provided that the Subcustodian
Agreement or Sub-subcustodian Agreement requires that such Subcustodian or
Sub-subcustodian exercise reasonable care based on standards applicable to
Custodians in the relevant market, or (ii) that such acts or omissions would be
deemed to be negligence, gross negligence or willful misconduct under the laws,
circumstances and practices prevailing in the jurisdiction where the act or
omission occurred. The liability of the Custodian in respect of the countries
and subcustodians listed on the Global Custody Network listing and such
countries and subcustodians which the Custodian may from time to time designate,
shall be subject to the additional condition that the Custodian actually
recovers such loss or damage from the Subcustodian. The foregoing condition to
the Custodian's liability shall be operative only if the Custodian undertakes,
as its own expense, commercially reasonable means to enforce any contractual or
other claims the Custodian, on its own behalf or on behalf of the affected Fund,
may have against the relevant Subcustodian. At the election of the affected
Fund, it shall be entitled to be subrogated to the rights of the Custodian with
respect to any such claim against the relevant Subcustodian. In the event the
affected Fund makes such an election, the Custodian shall have no obligation to
pursue such claims independently, but shall cooperate with the Fund in the
Fund's prosecution of such claims. The foregoing condition to the Custodian's
liability in such cases shall in no way limit, condition or diminish; (a) the
duty of care of the Custodian under Section 9 hereof or Section 8 of the 17f5
Delegation Schedule; (b) the liability of the Custodian for the Custodian's own
negligence, bad faith, willful misconduct or other breach of such duty; or (c)
any other obligation arising hereunder or under the 17f5 Delegation Schedule.
3. In addition, that the definitions under the Custodian Agreement shall be
amended with the addition of the following:
FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning
given by Section 2(a)(50) of the 1940 Act.
SECURITIES DEPOSITORY shall mean a central or book entry
system or agency established under Applicable Law for purposes
of recording the ownership and/or entitlement to investment
securities for a given market that meets the definitional
requirements of Rule 17f-7 under the 1940 Act.
All defined terms used herein shall have the meaning given in the Custodian
Agreement as amended by this Amendment.
The Custodian Agreement shall remain in full force and effect except as modified
or amended herein. Any conflict between this amendment and the Custodian
Agreement shall be governed by this amendment.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
duly executed as of the date first above written.
XXXXXXX INSTITUTIONAL FUNDS
By:________________________________
By: XXXXX BROTHERS XXXXXXXX & CO.
By: _______________________________
17f-5 DELEGATION SCHEDULE
By its execution of this Delegation Schedule, XXXXXXX INSTITUTIONAL FUNDS,
an open-end management investment company organized under the laws of the State
of Massachusetts and registered with the Securities and Exchange Commission
under the 1940 Act (the TRUST) on behalf of each series of the Trusts set forth
on the attached Appendix A as the same may be amended from time to time (each a
Fund and collectively the Funds), acting through its Board of Trustees or its
duly appointed representative hereby appoints XXXXX BROTHERS XXXXXXXX & CO., a
New York limited partnership with an office in Boston, Massachusetts (the
"Delegate") as its delegate to perform certain functions with respect to the
custody of Fund's Assets outside the United States.
1. Maintenance of Fund's Assets Abroad. The Trust, acting through its Board
or its duly authorized representative, hereby instructs Delegate pursuant to the
terms of the Custodian Agreement to place and maintain the Fund's Assets in
countries outside the United States in accordance with Instructions received
from the Fund's investment advisor. Such instruction shall represent a Proper
Instruction under the terms of the Custodian Agreement. The Fund acknowledges
that - (a) the Delegate shall perform services hereunder only with respect to
the countries where it provides custodial services to the Fund under the
Custodian Agreement; (b) depending on conditions in the particular country,
advance notice may be required before the Delegate shall be able to perform its
duties hereunder in or with respect to such country (such advance notice to be
reasonable in light of the specific facts and circumstances attendant to
performance of duties in such country); and (c) nothing in this Delegation
Schedule shall require the Delegate to provide delegated or custodial services
in any country, and there may from time to time be countries as to which the
Delegate determines it will not provide delegation services.
2. Delegation. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as
amended, the Board hereby delegates to the Delegate, and the Delegate hereby
accepts such delegation and agrees to perform, only those duties set forth in
this Delegation Schedule concerning the safekeeping of the Fund's Assets in each
of the countries as to which it acts as the Board's delegate. The Delegate is
hereby authorized to take such actions on behalf of or in the name of the Fund
as are reasonably required to discharge its duties under this Delegation
Schedule, including, without limitation, to cause the Fund's Assets to be placed
with a particular Eligible Foreign Custodian in accordance herewith. The Fund
confirms to the Delegate that the Fund or its investment adviser has considered
the Sovereign Risk and prevailing country risk as part of its continuing
investment decision process, including such factors as may be reasonably related
to the systemic risk of maintaining each Fund's Assets in a
particular country, including, but not limited to, financial infrastructure,
prevailing custody and settlement systems and practices (including the use of
any Securities Depository in the context of information provided by the
Custodian in the performance of its duties as required under Rule 17f-7 and the
terms of the Custodian Agreement governing such duties), and the laws relating
to the safekeeping and recovery of each Fund's Assets held in custody pursuant
to the terms of the Custodian Agreement.
3. Selection of Eligible Foreign Custodian and Contract Administration. The
Delegate shall perform the following duties with respect to the selection of
Eligible Foreign Custodians and administration of certain contracts governing
each Fund's foreign custodial arrangements:
(a) Selection of Eligible Foreign Custodian. The Delegate shall
place and maintain each Fund's Assets with an Eligible Foreign Custodian;
provided that the Delegate shall have determined that each Fund's Assets will be
subject to reasonable care based on the standards applicable to custodians in
the relevant market after considering all factors relevant to the safekeeping of
such assets including without limitation:
(i) The Eligible Foreign Custodian's practices, procedures, and
internal controls, including, but not limited to, the physical protections
available for certificated securities (if applicable), the controls and
procedures for dealing with any Securities Depository, the method of
keeping custodial records, and the security and data protection practices;
(ii) Whether the Eligible Foreign Custodian has the requisite
financial strength to provide reasonable care for each Fund's Assets;
(iii) The Eligible Foreign Custodian's general reputation and
standing; and
(iv) Whether each Fund will have jurisdiction over and be able to
enforce judgments against the Eligible Foreign Custodian, such as by
virtue of the existence of any offices of such Eligible Foreign Custodian
in the United States or such Eligible Foreign Custodian's appointment of
an agent for service of process in the United States or consent to
jurisdiction in the United States.
The Delegate shall be required to make the foregoing determination to the best
of its knowledge and belief based only on information reasonably available to
it.
(b) Contract Administration. The Delegate shall cause that the
foreign custody arrangements with an Eligible Foreign Custodian shall be
governed by a written contract that the Delegate has determined will provide
reasonable care for Fund assets based on the standards applicable to custodians
in the relevant market. Each such contract shall, except as set forth in the
last paragraph of this subsection (b), include provisions that
provide:
(i) For indemnification or insurance arrangements (or any
combination of the foregoing) such that each Fund will be adequately
protected against the risk of loss of assets held in accordance with such
contract;
(ii) That each Fund's Assets will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of the
Eligible Foreign Custodian or its creditors except a claim of payment for
their safe custody or administration or, in the case of cash deposits,
liens or rights in favor of creditors of such Custodian arising under
bankruptcy, insolvency or similar laws;
(iii) That beneficial ownership of each Fund's Assets will be freely
transferable without the payment of money or value other than for safe
custody or administration;
(iv) That adequate records will be maintained identifying each
Fund's Assets as belonging to each Fund or as being held by a third party
for the benefit of each Fund;
(v) That each Fund's independent public accountants will be given
access to those records described in (iv) above or confirmation of the
contents of such records; and
(vi) That the Delegate will receive sufficient and timely periodic
reports with respect to the safekeeping of each Fund's Assets, including,
but not limited to, notification of any transfer to or from each Fund's
account or a third party account containing each Fund's Assets.
Such contract may contain, in lieu of any or all of the provisions
specified in this Section 3 (b), such other provisions that the Delegate
determines will provide, in their entirety, the same or a greater level of
care and protection for each Fund's Assets as the specified provisions, in
their entirety.
(c) Limitation to Delegated Selection. Notwithstanding anything in this
Delegation Schedule to the contrary, the duties under this Section 3 shall apply
only to Eligible Foreign Custodians selected by the Delegate and shall not apply
to Securities Depositories or to any Eligible Foreign Custodian that the
Delegate is directed to use pursuant to Section 7.
4. Monitoring. The Delegate shall establish a system to monitor at reasonable
intervals (but at least annually) the appropriateness of maintaining each Fund's
Assets with each Eligible Foreign Custodian that has been selected by the
Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall
monitor the continuing appropriateness of placement of each Fund's Assets in
accordance with the
criteria established under Section 3(a) of this Delegation Schedule. The
Delegate shall monitor the continuing appropriateness of the contract governing
each Fund's arrangements in accordance with the criteria established under
Section 3(b) of this Delegation Schedule.
5. Reporting. The Delegate shall provide to the Board and/or the Fund's
investment adviser written reports specifying placement of each Fund's Assets
with each Eligible Foreign Custodian selected by the Delegate pursuant to
Section 3 of this Agreement and shall promptly report as to any material changes
to such foreign custody arrangements with the reports to be provided to the
Board at its regular quarterly meeting next following the event being reported,
unless the Delegate determines that the matter should be reported sooner, in
which case the report shall be made promptly following the occurrence of the
event and directed to the Trust's Secretary for forwarding to the Board. The
Delegate will prepare such a report with respect to any Eligible Foreign
Custodian that the Delegate has been instructed to use pursuant to Section 7
only to the extent specifically agreed to with respect to the particular
situation. The Delegate shall certify, at least annually, to the Board that each
Fund's foreign custody arrangements delegated to the Delegate under this
Agreement continue to meet the requirements of Rule 17f-5 under the Act and
shall provide such information regarding the Delegate to enable the Board to
determine that it is reasonable to rely on the Delegate to perform the
responsibilities delegated in this Agreement.
6. Withdrawal of Fund's Assets. If the Delegate determines that an
arrangement with a specific Eligible Foreign Custodian selected by the Delegate
under Section 3 of this Delegation Schedule no longer meets the requirements of
said Section, the Delegate shall withdraw the Fund's Assets from the
non-complying arrangement as soon as reasonably practicable; provided, however,
that if in the reasonable judgment of the Delegate, such withdrawal would
require liquidation of any of the Fund's Assets or would materially impair the
liquidity, value or other investment characteristics of the Fund's Assets, it
shall be the duty of the Delegate to provide information regarding the
particular circumstances and to act only in accordance with Proper Instructions
of each Fund or its Investment Advisor with respect to such liquidation or other
withdrawal.
7. Direction as to Eligible Foreign Custodian. Notwithstanding this
Delegation Schedule, each Fund, acting through its Board, its Investment Adviser
or its other authorized representative, may direct the Delegate to place and
maintain each Fund's Assets with a particular Eligible Foreign Custodian,
including without limitation with respect to investment in countries as to which
the Custodian will not provide delegation services. In such event, the Delegate
shall be entitled to rely on any such instruction as an Instruction under the
terms of the Custodian
Agreement and may limit its duties under this Delegation Schedule with respect
to such arrangement by describing any such limitations in writing with respect
to each particular instance.
8. Standard of Care. In carrying out its duties under this Delegation
Schedule, the Delegate agrees to exercise reasonable care, prudence and
diligence such as a person having responsibility for safekeeping each Fund's
Assets would exercise.
9. Representations. The Delegate hereby represents and warrants that it is a
U.S. Bank and that this Delegation Schedule has been duly authorized, executed
and delivered by the Delegate and is a legal, valid and binding agreement of the
Delegate.
Each Fund hereby represents and warrants that its Board of Directors has
determined that it is reasonable to rely on the Delegate to perform the
delegated responsibilities provided for herein and that this Delegation Schedule
has been duly authorized, executed and delivered by the Trust on behalf of each
Fund and is a legal, valid and binding agreement of each Fund.
10. Effectiveness; termination. This Delegation Schedule shall be effective as
of the date on which this Delegation Schedule shall have been accepted by the
Delegate, as indicated by the date set forth below the Delegate's signature.
This Delegation Schedule may be terminated at any time, without penalty, by
written notice from the terminating party to the non-terminating party. Such
termination shall be effective on the 75th day (or such other period as agreed
by the parties) following the date on which the non-terminating party shall
receive the foregoing notice. The foregoing to the contrary notwithstanding,
this Delegation Schedule shall be deemed to have been terminated concurrently
with the termination of the Custodian Agreement.
11. Notices. Notices and other communications under this Delegation Schedule
are to be made in accordance with the arrangements designated for such purpose
under the Custodian Agreement unless otherwise indicated in a writing
referencing this Delegation Schedule and executed by both parties.
12. Definitions. Capitalized terms in this Delegation Schedule have the
following meanings:
a. Eligible Foreign Custodian - shall have the meaning set forth in Rule
17f-5(a)(1) and shall also include a U.S. Bank.
b. Fund's Assets - shall mean any of the investments of s Fund (including
foreign currencies)
for which the primary market is outside the United States, and such cash
and cash equivalents as are reasonably necessary to effect each Fund's
transactions in such investments.
c. Proper Instructions - shall have the meaning set forth in the Custodian
Agreement.
d. Securities Depository - shall have the meaning set forth in Rule 17f-7.
e. Sovereign Risk - shall have the meaning set forth in Section [6.3] of
the Custodian Agreement.
f . U.S. Bank - shall mean a bank which qualifies to serve as a custodian
of assets of investment companies under Section 17(f) of the Act.
13. Governing Law and Jurisdiction. This Delegation Schedule shall be
construed in accordance with the laws of the United States and, to the extent
not governed thereby, the laws of the State of New York. The parties hereby
submit to the exclusive jurisdiction of the Federal courts sitting in the State
of New York or the state courts of such State.
14. Fees. Delegate shall perform its functions under this Delegation Schedule
for the compensation determined under the Custodian Agreement.
15. Integration. This Delegation Schedule sets forth all of the Delegate's
duties with respect to the selection and monitoring of Eligible Foreign
Custodians, the administration of contracts with Eligible Foreign Custodians,
the withdrawal of assets from Eligible Foreign Custodians and the issuance of
reports in connection with such duties. This Delegation Schedule constitutes the
entire agreement between each Fund and Delegate with respect to the subject
matter hereof. Accordingly, this Delegation Schedule supercedes the Foreign
Custody Manager Delegation Agreement heretofore in effect. The terms of the
Custodian Agreement shall apply generally as to matters not expressly covered in
this Delegation Schedule, including dealings with the Eligible Foreign
Custodians in the course of discharge of the Delegate's obligations under the
Custodian Agreement. If and to the extent that there is any inconsistency
between this Schedule and the Custodian Agreement relating to the Delegate's
duties with respect to the selection and monitoring of Eligible Foreign
Custodians, this Schedule shall prevail.
16. Provision of Information Relating to Country Risk. In addition to the
delegated duties set forth
herein, and with respect to the jurisdictions listed in Schedule 1, or added
thereto pursuant to Section 1, the Delegate agrees to provide annually to the
Board and each Fund's investment adviser, such information relating to Sovereign
Risk, if available, as set forth below, and agrees to provide, from time to
time, written reports to the Board and each Fund's investment adviser regarding
any material change in such information relating to Sovereign Risk, of which the
Delegate becomes aware. Information relating to Sovereign Risk includes:
COUNTRY INFORMATION
- Settlement Environment
- Depository
- Settlement Period
- Trading
- Security Registration
- Currency
- Foreign Investment Restrictions
- Entitlements
- Proxy Voting
- Foreign Taxation
LEGAL OPINIONS ON THE FOLLOWING LEGAL QUESTIONS
- Would the applicable foreign law restrict the access afforded the
independent public accountants of the Fund to books and records kept by
a foreign custodian?
- Would the applicable foreign law restrict the ability of the Fund to
recover it assets in the event of bankruptcy of the foreign custodian?
- What are the foreseeable difficulties in converting the Fund's cash
into U.S. dollars?
- The likelihood of expropriation, nationalization, friezes or
confiscation of the Fund's assets.
The Delegate may provide information under this subsection by means of its
regularly established mechanisms for the communication of client market
information. In the provision of information under this Section, the Delegate
shall be responsible to use reasonable care in the gathering of such information
and shall not otherwise be responsible for the completeness or specific accuracy
of such information. Provision of information in accordance with this Section is
not offered as financial, investment or other professional advice.
17. Limitation of Liability. The Delegate shall indemnify and hold the Fund,
its officers, directors, employees or agents (collectively, the "Indemnified
Parties") harmless from and against any and all loss, damage, liability,
actions, suits, claims costs and expenses, including reasonable legal fees (a
"Claim") incurred or suffered by any Indemnified Party resulting from the
negligence, willful misfeasance or bad faith of the Delegate in the performance
of its duties under this Agreement. Notwithstanding the foregoing, the Delegate
shall not be liable for any Claim arising as a result of any acts of God,
earthquakes, fires, floods, storms or other disturbances of nature, strikes,
riots nationalization, expropriation, currency restrictions, acts of war, civil
war or terrorism, insurrection, the interruption, loss or malfunction of
utilities, transportation or computers and computer facilities, the
unavailability of energy sources and other similar happenings or events. Nothing
in this Section 17 shall be deemed to preclude the Fund or any Indemnified Party
from pursuing any rights it may have in law or in equity.
18. Most Favored Client. If at any time the Delegate shall be a party to an
agreement, to serve as a "foreign custody manager" (as defined in Rule
17f-5(a)(2) of the Act) to an investment company, that provides for either (a) a
standard of care with respect to the selection of Eligible Foreign Custodians in
any jurisdiction higher than that set forth in Section 3 of this Agreement or
(ii) a standard of care with respect to the exercise of the Delegate's duties
higher than that set forth in Section 8 of this Agreement, the Delegate agrees
to notify the Trust of this fact and to raise the applicable standard of care
hereunder to the standard specified in such other agreement.
19. Declaration of Trust. A copy of the Trust's Declaration of Trust is on
file with the Secretary of State of the The State of Delaware and notice is
hereby given that this Agreement has been executed on behalf of the Trust by an
officer of the Trust in such capacity and not individually. It is agreed that
obligations of the
Trust hereunder shall not be binding personally upon any of the Trustees,
shareholders, officers, agents or employees of the Trust, but shall bind only
the trust property of the Trust as provided in the Declaration of Trust. No Fund
of the Trust shall be liable for the obligations of any other Fund of the Trust.
No obligations of the Trust that relate to a particular Fund shall be
attributable to or affect any other Fund of the Trust but shall only relate to
the particular Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed as of the date first above written.
XXXXXXX INSTITUTIONAL FUNDS
By:_______________________________
By: XXXXX BROTHERS XXXXXXXX & CO.
By: ______________________________
APPENDIX A
Xxxxxxx Institutional Funds on behalf of the following series:
Xxxxxxx Commodity Securities Fund
