EXHIBIT 23(G)(3)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to Custodian Contract is made as of July 28, 2000, by and
between Xxxxx International Series, Inc. (the "Fund") and State Street Bank and
Trust Company (the "Custodian"). Capitalized terms used in this Amendment
without definition shall have the respective meanings given to such terms in the
Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract dated
December 16, 1994 (as amended from time to time, the "Custodian Contract"); and
WHEREAS, the Fund and the Custodian wish to amend the Custodian Contract to
enable the Fund to instruct the Custodian to deliver Fund property, in the
context of repurchase and reverse repurchase transactions, including repurchase
transactions through joint trading accounts, without the Custodian receiving
cash, securities or other negotiable instruments in return therefor,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth hereinafter and in the Custodian Contract, the parties
hereby agree to amend the Custodian Contract as follows:
1. The following clause is added to the end of the last sentence of the
first paragraph of Section 1 of the Custodian Contract:
including without limitation any property released, delivered or
otherwise removed from the Fund's account with the Custodian
pursuant to Proper Instructions.
2. Section 2.1 is amended and restated in its entirety as follows:
The Custodian shall hold and physically segregate for the
account of the Fund all non-cash Fund property to be held by it
in the United States, including all domestic securities owned by
the Fund, other than (a) property of the Fund released and
delivered pursuant to Section 2.2(15) or purchased pursuant to
Section 2.7(7), (b) securities which are maintained pursuant to
Section 2.10 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury (each, a "U.S. SECURITIES SYSTEM"),
and (c) commercial paper of an issuer for which State Street
Bank and Trust Company acts as issuing and paying agent ("DIRECT
PAPER") which is deposited and/or maintained in the Direct Paper
System of the Custodian (the "DIRECT PAPER SYSTEM") pursuant to
Section 2.10A.
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3. Section 2.2(15) is renumbered as Section 2.2(16), and new Section
2.2(15) is added to the Custodian Contract as follows:
(15) Upon the sale of Fund property, and prior to or without
receipt of payment therefor, but only as set forth in
Proper Instructions (such delivery in advance of payment
shall be referred to herein as a "Free Trade"); and
4. The following clause is added to the beginning of the first sentence of
Section 2.6 of the Custodian Contract:
Except with respect to Fund property released and delivered
pursuant to Section 2.2(15) or purchased pursuant to Section
2.7(7),
5. Section 2.7(7) is renumbered as Section 2.7(8), and new Section 2.7(7)
is added to the Custodian Contract as follows:
(7) Upon the purchase of investments, and prior to or
without receipt thereof, but only as set forth in Proper
Instructions (such payment in advance of delivery, along
with delivery in advance of payment made in accordance
with Section 2.2(15), as applicable, shall also be
referred to herein as a "Free Trade"); and
6. The following clause is added to the beginning of the first sentence of
Section 2.8 of the Custodian Contract:
Except with respect to Fund monies released and delivered
pursuant to Section 2.7(7), and except . . .
7. The following clause is added to the beginning of the first sentence of
Section 2.13 of the Custodian Contract:
Except with respect to Fund property released and delivered
pursuant to Section 2.2(15), or purchased pursuant to Section
2.7(7), of this Custodian Contract, the Custodian shall . . .
8. The following clause is added to the beginning of the first sentence of
Section 2.14 of the Custodian Contract:
Except with respect to Fund property released and delivered
pursuant to Section 2.2(15), or purchased pursuant to Section
2.7(7), of this Custodian Contract, and subject . . .
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9. The following sentence is added to the end of Section 8 of the Custodian
Contract:
The Fund acknowledges that, in keeping the books of account of
the Fund and/or making the calculations described herein, with
respect to Fund property released, delivered or purchased
pursuant to Sections 2.2(15) and 2.7(7) of this Custodian
Contract, the Custodian is authorized and instructed to rely
upon information provided to it by the Fund, the Fund's
counterparty(ies), or the agents of either of them.
10. The following sentence is added to the end of Section 9 of the Custodian
Contract:
The Fund acknowledges that, in creating and maintaining the
records as set forth herein, with respect to Fund property
released, delivered or purchased pursuant to Sections 2.2(15)
and 2.7(7) of this Custodian Contract, the Custodian is
authorized and instructed to rely upon information provided to
it by the Fund, the Fund's counterparty(ies), or the agents of
either of them.
11. The following paragraph is added to Section 13 of the Custodian
Contract:
The Fund agrees to indemnify and hold the Custodian harmless
from and against any and all costs, expenses, losses, damages,
charges, attorney's fees, payments and liabilities which may be
asserted against the Custodian acting in accordance with any
Proper Instruction with respect to Free Trades including, but
not limited to, loss, damage, cost, expense, liability, tax,
charge, assessment or claim resulting from (a) the failure of
the Fund to receive income with respect to purchased
investments, (b) the failure of the Fund to recover amounts
invested on maturity of purchased investments, (c) the failure
of the Custodian to respond to or be aware of notices or other
corporate communications with respect to purchased investments,
or (d) the Custodian's reliance on information provided by the
Fund, the Fund's counterparty(ies) or the agents of either of
them with respect to Fund property released, delivered or
purchased pursuant to Sections 2.2(15) and 2.7(7) of this
Custodian Contract.
12. Except as specifically set forth herein, the terms and provisions of the
Custodian Contract continue to apply with full force and effect.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
XXXXX INTERNATIONAL SERIES, INC. Witnessed By:
By: /s/_____________________ By: /s/________________
Name: Xxxxxxx X. Xxxx Name: Xxxxxx Xxxx
Title: Vice President Title: Vice President
STATE STREET BANK AND TRUST COMPANY Witnessed By:
By: /s/_______________________ By: /s/________________
Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxx
Title: Vice Chairman Title: Associate Counsel
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