Ex-(g)(iii)
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
THIS AMENDMENT, dated as of August 21, 2001, by and between THE XXXXXXX
XXXXXX FAMILY OF FUNDS (the "Fund") and PFPC Trust Company ("PFPC"), amends the
Custodian Services Agreement by and between the parties dated April 8, 1991 (the
"Agreement").
WHEREAS, the Fund has appointed PFPC to act as the custodian of the
Fund and to provide the custodian services set forth in the Agreement; and
WHEREAS, the Fund and PFPC wish to amend the Agreement to clarify the
use of sub-custodians with respect to domestic and foreign assets;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and contained in the Agreement, the Fund and PFPC agree, as
follows:
1. Section 14(c) of the Agreement shall be deleted and restated in its entirety
as follows:
(c) Receipt of Securities.
(i) Segregation: PFPC shall hold all securities received
by it for or for the account of each Portfolio in a
separate account that segregates such securities from
those of any other persons, firms or corporations.
All such securities shall be held or disposed of only
upon Written Instructions of the Fund or otherwise
pursuant to the terms of this Agreement. PFPC shall
have no power or authority to assign, hypothecate,
pledge or otherwise dispose of any such securities or
investment, except upon the express terms of this
Agreement or upon Written Instructions, authorizing
the transaction. In no case may any member of the
Fund's Board of Trustees, or any officer, employee or
agent of the Fund withdraw any securities.
(ii) Domestic Sub-Custodians: At PFPC's own expense, PFPC
may retain any bank (as defined in Section 2(a)(5) of
the 1940 Act and which
meets the requirements of a custodian under Section
17(f) of the 1940 Act and the rules and regulations
thereunder) to act as sub-custodian with respect to
domestic assets of the Fund. Any such sub-custodian
shall have an aggregate capital, surplus and
undivided profits, according to its last published
report, of at least one million dollars ($1,000,000)
if it is a subsidiary or affiliate of PFPC, or at
least twenty million dollars ($20,000,000) if such
sub-custodian is not a subsidiary or affiliate of
PFPC. In addition, any such sub-custodian must agree
to comply with the relevant provisions of the 1940
Act and other applicable laws, rules and regulations.
(iii) Foreign Sub-Custodians: PFPC may at any time and from
time to time enter into arrangements with
sub-custodians with respect to services regarding
foreign assets. Any such arrangement will be entered
into only with prior notice to the Fund or as
otherwise provided in the 1940 Act (e.g., pursuant to
Rule 17f-5). In addition, any sub-custodian may
engage an Eligible Foreign Custodian to act as
sub-sub-custodian for purposes of holding the Fund's
assets.
(iv) Responsibility for Domestic and Foreign
Sub-Custodians: PFPC's selection and use of a
domestic or foreign sub-custodian or any
sub-sub-custodian shall not relieve PFPC of any of
its duties under this Agreement, and PFPC shall be
fully responsible for the actions or inactions of any
such domestic or foreign sub-custodian or
sub-sub-custodian to the same extent that PFPC would
be liable to the Fund if such actions or inactions
were its own hereunder.
2. All defined terms used herein shall have the meaning given in the Agreement
as amended by this Amendment.
3. The name The Xxxxxxx Xxxxxx Family of Funds refers to The Xxxxxxx Xxxxxx
Family of Funds and its Trustees, as Trustees but not individually or
personally, acting under a Declaration of Trust dated May 9, 1995. The
obligations of The Xxxxxxx Xxxxxx Family of Funds entered into in the name of or
on behalf of a Portfolio of The Xxxxxxx Xxxxxx Family of Funds by any of the
Trustees, representatives or agents are made not individually, but in such The
Xxxxxxx Xxxxxx Family of Funds capacities. Such obligations are not binding upon
any of the Trustees, shareholders or representatives of The Xxxxxxx Xxxxxx
Family of Funds personally, but bind only the assets of The Xxxxxxx Xxxxxx
Family of Funds belonging to
such Portfolio for the enforcement of any claims against The Xxxxxxx Xxxxxx
Family of Funds.
Transactions entered into by one or more Portfolios in The Xxxxxxx
Xxxxxx Family of Funds are considered independent transactions and shall in no
way affect transactions entered into by any other Portfolio(s). Any amount owed
by The Xxxxxxx Xxxxxx Family of Funds with respect to any obligation arising out
of the Agreement, as amended, shall be paid only out of the assets and property
of the particular Portfolio(s) that entered into such transaction.
4. To the extent of any conflict between the terms of this Amendment and the
terms of the Agreement, the terms of this Amendment shall be controlling. Except
to the extent amended and supplemented hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed as of the date first above written.
PFPC TRUST COMPANY THE XXXXXXX XXXXXX FAMILY
OF FUNDS
By: /s/ Xxxxx X. Xxxxx By: /s/ Tai-Xxxx Xxxx
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Name: Xxxxx X. Xxxxx Name: Tai-Xxxx Xxxx
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Title: Vice President Title: Chief Financial Officer
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