Exhibit (g)(4)
AMENDMENT
Amendment made as of June 6, 2001 to that certain Custody Agreement
dated as of December 19, 1995, as amended, between TD Waterhouse Family of
Funds, Inc. (the "Fund") and The Bank of New York ("Custodian") (such Custody
Agreement hereinafter referred to as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement
to conform to the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
1. The following new Article XXI is hereby added to the Custody
Agreement:
FOREIGN DEPOSITORIES
(1) As used in this Article, the term "Foreign Depository" shall
mean each Eligible Securities Depository as defined in Rule 17f-7 under the
Investment Company Act of 1940, as amended (the "Rule"), identified by Custodian
to the Fund from time to time, and their respective successors which similarly
qualify under the Rule. The Custodian shall provide a list of Foreign
Depositories to the Fund and its investment adviser from time to time.
(2) Notwithstanding any other provision in this Agreement, the
Fund hereby acknowledges and agrees that Custodian shall be entitled to presume
that, and shall not be responsible for determining whether, the Fund or its
investment adviser has determined that the custody arrangements of each Foreign
Depository provide reasonable safeguards against the custody risks associated
with maintaining assets with such Foreign Depository within the meaning of the
Rule.
(3) With respect to each Foreign Depository, Custodian shall
exercise reasonable care, prudence, and diligence such a person having
responsibilities for the safekeeping of the Fund's assets would exercise (i) to
provide the Fund and its investment adviser with an analysis of the custody
risks associated with maintaining assets with the Foreign Depository, and (ii)
to monitor such custody risks on a continuing basis and promptly notify the Fund
and its investment adviser of any material change in such risks. Consistent with
such reasonable care, prudence and diligence, the Fund
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acknowledges and agrees, first, that such analysis and monitoring shall be made
on the basis of, and limited by, information gathered from Subcustodians, trade
associations of which Custodian is a member from time to time, and through
publicly available information otherwise obtained by Custodian, and shall not
include any evaluation of Country Risks, and, second, that information supplied
by Custodian with respect to the status of an institution as a Foreign
Depository or utilized by Custodian to conclude that an in institution is a
Foreign Depository shall be limited to information supplied by such institution
without any independent verification, except to the extent Custodian has
received contrary information from Subcustodians or trade associations of which
it is a member, or has otherwise obtained publicly available information.
Custodian will endeavor to include in its analysis and monitoring, where
appropriate among other things, a Foreign Depository's expertise and market
reputation, the quality of its services, its financial strength, any insurance
or indemnification arrangements, the extent and quality of regulation and
independent examination of the depository, its standing in published ratings,
its internal controls and other procedures for safeguarding investments, and any
related legal protections. As used herein the term "Country Risks" shall mean
with respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, but not of any Foreign Depository to the
extent covered by an analysis described in clause (i) of this Section, (b) such
country's prevailing custody and settlement practices, (c) nationalization,
expropriation or other governmental actions, (d) such country's regulation of
the banking or securities industry, (e) currency controls, restrictions,
devaluations or fluctuations, and (f) market conditions which affect the orderly
execution of securities transactions or affect the value of securities.
(4) In the event of a conflict between the provisions of this
Article and the provisions of any other Article, the provisions of this Article
shall control.
2. Each party represents to the other that this Amendment has been
duly executed.
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts, shall,
together, constitute only one amendment.
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IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
TD WATERHOUSE FAMILY OF FUNDS, INC.
By:/s/ Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
Title: Vice President
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