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EXHIBIT 8(d) FORM OF FOREIGN CUSTODY MANAGER DELEGATION AMENDMENT
Xxxxxx Insight Funds Trust
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Re: Foreign Custody Manager Delegation Amendment
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Dear Sirs:
Reference is made to the Custodian Services Agreement dated as of February 23,
1996 (the "Agreement") by and between PNC Bank, N.A. ("PNC Bank") and Xxxxxx
Insight Funds Trust (the "Fund"). Unless otherwise defined herein, terms defined
in the Agreement are used herein with their defined meanings.
1. In addition to the duties of PNC Bank under the Agreement, with
respect to the Property in such jurisdictions as the Fund and PNC Bank shall
agree from time to time, the Fund hereby delegates to the PNC Bank, and PNC Bank
hereby accepts and assumes, the following duties of a "Foreign Custody Manager"
as permitted by and in accordance with Rule 17f-5 under the Investment Company
Act of 1940, as amended ("Rule 17f-5"):
a. selecting Eligible Foreign Custodians (as defined in Rule 17f-5)
and placing and maintaining Property with such Eligible Foreign
Custodians;
b. providing for written contracts with such Eligible Foreign
Custodians; and
c. monitoring the appropriateness of maintaining the Property with
each Eligible Foreign Custodian and the custody contracts with
such Eligible Foreign Custodian.
The procedures PNC Bank and the Fund will use in performing the activities under
this Amendment are set forth in the Agreement and the Client Services Guide.
Notwithstanding anything to the contrary in this Amendment or the Agreement, PNC
Bank shall not be responsible for the duties described in a., b. and c. with
respect to any Compulsory Securities Depository. A "Compulsory Securities
Depository" shall mean a securities depository or clearing agency the use of
which is mandatory (i) by law or regulation; (ii) because securities cannot be
withdrawn from the depository or clearing agency; or (iii) because maintaining
securities outside the securities depository or clearing agency is not
consistent with prevailing local custodial practices. PNC Bank, or such entity
as it may designate for this purpose, shall inform the Fund in writing of the
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name and location of each Compulsory Securities Depository and the factors used
to determine that the securities depository is a Compulsory Securities
Depository.
2. In acting as a Foreign Custody Manager, PNC Bank shall not supervise,
recommend or advise the Fund relative to the investment, purchase, sale,
retention or disposition of any Property in any particular country, including
with respect to prevailing country risks.
3. (a) The Fund represents that it (i) has the authority and power to
delegate to PNC Bank the duties set forth herein and (ii) has taken all
requisite action (corporate or otherwise) to authorize the execution and
delivery of this Amendment.
(b) PNC Bank represents that it (i) is a U.S. Bank (as defined in Rule
17f-5) and (ii) has taken all requisite action (corporate or otherwise) to
authorize the execution and delivery of this Amendment.
4. PNC Bank's only responsibility with respect to the activities covered
by this Amendment shall be to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of fund assets would
exercise.
5. Except as expressly amended hereby, all terms and provisions of the
Agreement are and shall continue to be in full force and effect. This Amendment
shall be construed in accordance with the applicable laws of the State of New
York. This Amendment may be executed by one or both of the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
If the foregoing corresponds to your understanding of our agreement, please
indicate your acceptance by the signature of your authorized representative
below.
Yours truly,
PNC BANK, N.A.
By: ________________________
Name:
Title:
Agreed and accepted:
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XXXXXX INSIGHT FUNDS TRUST
By: ______________________
Name:
Title:
Date:
