EXHIBIT G1
EX-99.(g)(1)
AMENDMENT TO CUSTODIAN AGREEMENT
AMENDMENT TO CUSTODIAN AGREEMENT, effective as of December 31, 2005, by
and between XXXXXX XXXX GLOBAL EQUITY FUND, INC., a corporation organized under
the laws of the state of Maryland (the "Fund"), and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank entered into a Custodian Agreement dated July
1, 2004, 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.
(a) Section 8 of the Custodian Agreement is hereby amended by deleting
such Section 8 in its entirety and by inserting in lieu thereof, the following:
8. MERGER, DISSOLUTION, ETC. OF FUND. In the case of the
following transactions, not in the ordinary course of business,
namely, the merger of a series of the Fund into or the
consolidation of a series of the Fund with another investment
company or series thereof, the sale by a series of the Fund of
all, or substantially all, of its assets to another investment
company or series thereof, or the liquidation or dissolution of a
series of the Fund and distribution of its assets, upon the
payment of the fees, disbursements and expenses of the Bank
through the then remaining term of this Agreement and the payment
of any expenses or other payments to or on behalf of the Fund, the
Bank will complete all actions reasonably necessary to implement
such merger, consolidation, or sale upon the order of the Fund set
forth in an Officers' Certificate, accompanied by a certified copy
of a resolution of the Board authorizing any of the foregoing
transactions. Upon completion of such actions and the payment of
all such fees, disbursements and expenses of the Bank, this
Agreement will terminate and the Bank and the Funds shall be
released from any and all obligations hereunder, provided however
that each party's responsibilities hereunder pursuant to Section
15 shall continue with respect to any actions or omissions
occurring prior to such termination.
(b) Section 16.1 of the Custodian Agreement is hereby amended by
deleting the first paragraph of such Section 16.1 in its entirety and by
inserting in lieu thereof, the following:
16.1 The term of this Agreement shall run from the date hereof
through and including December 31, 2010 (the "Initial Term"),
unless earlier terminated as provided herein. After the expiration
of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety days
prior to the expiration of any Renewal Term, as the case may be.
EXHIBIT G1
(c) The Custodian Agreement is hereby amended by inserting the
following new Section 25:
25. SARBANES OXLEY AND RULE 38A-1 COMPLIANCE. The Bank agrees
to assist the Fund and the Fund's Officers, which shall include
the Chief Compliance Officer ("CCO"), in complying with the Fund's
obligations under Sarbanes Oxley and Rule 38a-1 under the 1940 Act
("Rule 38a-1"), including but not limited to: (a) periodically
providing the Fund with information reasonably requested by the
Fund's Officers and/or CCO about, and any available independent
third-party reports on, the Bank's Rule 38a-1 compliance program
("Bank's Compliance Program"); (b) reporting any material
deficiencies in the Bank's Compliance Program or the Bank's
controls and procedures relating to the preparation of the Fund's
financial statements to the Fund's Officers and/or CCO within a
reasonable time period, provided that the Fund's Officers and/or
CCO would be notified promptly of any material deficiencies in the
Bank's Compliance Program or the Bank's controls and procedures
relating to the preparation of the Fund's financial statements
that have effected the Fund's N-CSR or N-Q filings or have had a
material impact on the Fund; (c) reporting any material changes to
the Bank's Compliance Program or material changes to internal
controls related to financial reporting for clients to the Fund
within a reasonable time period, and (d) providing the Fund with
such periodic certifications regarding the foregoing as may
reasonably be requested by the Fund's Officers and/or CCO, or as
required by law and (e) providing the Fund with a legal or
compliance senior level officer to assist in providing general
oversight and monitoring of the Bank's Compliance Program as a
vendor pursuant to Rule 38 a-1 and serve as a central point of
contact and general liaison to the CCO. In this regard, the Bank
shall use reasonable efforts to make available information,
including information on the Bank's internal controls and
procedures, reasonably required by the Fund's Officers and or CCO
to allow the Fund to comply with the requirements of relevant
rules, regulations and guidance regarding the duties of the Fund,
its Officers and its Board of Directors.
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.
EXHIBIT G1
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 GLOBAL EQUITY FUND, INC.
Accepted and approved by: /s/ Xxxx Xxxxxxxx
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Print Name: Xxxx Xxxxxxxx
Title: CEO, Xxxxxx Xxxx Investment Funds
Date: 10/18/05
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Accepted and approved by: /s/ Xxxxx Xxxxxx
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Print Name: Xxxxx Xxxxxx
Title: CFO, Xxxxxx Xxxx Investment Funds
Date: 10/18/05
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INVESTORS BANK & TRUST COMPANY
Accepted and approved by: /s/ Xxxx X. Xxxxxxx
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Print Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Chief Financial Officer
Investors Bank & Trust
Date: 10/18/05
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