AMENDMENT TO AMENDED AND RESTATED INVESTMENT COMPANY SERVICES AGREEMENT
AMENDMENT
TO AMENDED AND RESTATED
THIS
AMENDMENT,
dated as
of May 8, 2007 is made to the Amended and Restated Investment Company Services
Agreement dated June 1, 2004 (the “Agreement”) between XXXXXXXX INTERNATIONAL
FUNDS (d/b/a Xxxxxxxx Asian Funds), a Delaware statutory trust (the “Trust”) and
PFPC Inc. (“PFPC”).
WITNESSETH
WHEREAS,
PFPC
provides the Trust with certain fund accounting, administration and transfer
agent services pursuant to the terms of the Agreement; and
WHEREAS,
the
parties now seek to modify the terms of the Agreement as hereinafter set forth;
and
NOW
THEREFORE,
in
consideration of the premises and the mutual covenants herein contained, and
intending to be legally bound hereby, the Trust and PFPC agree that as of the
date first referenced above, the Agreement shall be amended as follows:
1.
Paragraph
7 of the Agreement shall be deleted in its entirety and replaced with the
following:
Confidentiality. Each
party shall keep confidential any information relating to the other party’s
business (“Confidential Information”). Confidential Information shall include
(a) any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, information about
product plans, marketing strategies, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past, present or future
business activities of the Trust, the Funds or PFPC, their respective
subsidiaries and affiliated companies and the customers, clients and suppliers
of any of them; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret
in
the sense that its confidentiality affords the Trust, the Funds, or PFPC a
competitive advantage over their competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases, inventions,
know-how, and trade secrets, whether or not patentable or copyrightable; and
(d)
anything designated as confidential.
Notwithstanding
the foregoing, information shall not be subject to such confidentiality
obligations if it: (a) is already known to the receiving party at the time
it is
obtained; (b) is or becomes publicly known or available through no wrongful
act
of the receiving party; (c) is rightfully received from a third party who,
to
the best of the receiving party’s knowledge, is not under a duty of
confidentiality; (d) is
released
by the protected party to a third party without restriction; (e) is requested
or
required to be disclosed by the receiving party pursuant to a court order,
subpoena, governmental or regulatory agency request
or law (provided the receiving party will provide the other party written notice
of the same, to the extent such notice is permitted); (f) is relevant to the
defense of any claim or cause of action asserted against the receiving party;
or
(g) has been or is independently developed or obtained by the receiving party.
The receiving party agrees that it shall only permit access to the Confidential
Information to (a) those of its personnel who have a need to know and have
been
apprised of the confidential nature of the information and the requirement
that
all such information received remain confidential; (b) will be responsible
to
the protected party for any third party’s use and disclosure of the Confidential
Information provided to such third party when acting as an agent, consultant
or
contractor for the receiving party; and (c) will use at least the same degree
of
care as it would use to protect its own Confidential Information of like
importance, but in any case with no less than a reasonable degree of care,
2.
This
Amendment contains the entire understanding between the parties with respect
to
the transactions contemplated hereby. To the extent that any provision of this
Amendment modifies or is otherwise inconsistent with any provision of the
Agreement and related agreements, this Amendment shall control, but the
Agreement and all related documents shall otherwise remain in fill force and
effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by their duly
authorized officers, as of the day and year first above written.
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PFPC
INC.
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XXXXXXXX
INTERNATIONAL FUNDS
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By:
/s/
Xxxxxx X. Xxx
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By:
/s/
Xxxx X. XxXxxxx
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Xxxxxx
X. Xxx
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Xxxx
X. XxXxxxx
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Vice
President, Senior Director
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Chief
Operating Officer
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PFPC
Inc.
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Compliance
Support Services
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