EXHIBIT G3
AMENDMENT TO CUSTODIAN AGREEMENT
AMENDMENT TO CUSTODIAN AGREEMENT, effective as of September 24, 2003,
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 Custody 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.
(a) Section 1 of the Custodian Agreement is hereby amended by deleting
such Section 1 in its entirety and inserting in lieu thereof the following:
"BANK APPOINTED AS CUSTODIAN. The Fund hereby appoints the Bank as
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms
and conditions hereinafter set forth in connection with each of the
Portfolios set forth on APPENDIX C hereto. For the services rendered
pursuant to this Agreement the Fund agrees to pay to the Bank such fees
as may be agreed to from time to time in writing between the parties."
(b) Section 13 of the Custodian Agreement is hereby amended by deleting
such Section 13 in its entirety and by inserting in lieu thereof, the following:
"ADDITIONAL SERVICES. The Bank shall perform the additional services
for the Fund as are set forth on APPENDIX B hereto. APPENDIX B may be
amended from time to time upon agreement of the parties to include
further additional services to be provided by the Bank to the Fund.
(c) Section 14.5 of the Custodian Agreement is hereby amended by
deleting such Section 14.5 in its entirety and by inserting in lieu thereof, the
following:
"FEES AND EXPENSES OF THE BANK. For the services rendered by the Bank
hereunder, the Fund will pay to the Bank such fees at such rate as
shall be agreed upon in writing by the parties from time to time. The
Fund will also pay or reimburse the Bank from time to time for any
transfer taxes payable upon any transfers made hereunder, and for all
necessary proper disbursements, expenses and charges made or incurred
by the Bank in the performance of this Agreement (including any duties
listed on any Schedule hereto, if any) including any indemnities for
any loss, liabilities or expense to the Bank as provided herein. The
Bank will also be entitled to reimbursement by the Fund for all
reasonable expenses incurred in conjunction with termination of this
Agreement and any conversion or transfer work done in connection
therewith.
(d) 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, 2005 (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.
(e) Appendix A to the Agreement is deleted in its entirety and
reserved.
(f) Appendix C as attached hereto is hereby added as Appendix C to the
Agreement
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 INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
APPENDIX C
PORTFOLIOS
Xxxxxx Xxxx International Equity Fund
Xxxxxx Xxxx Global Income Fund
Xxxxxx Xxxx Global High Yield Bond Fund
