LENDING ADDENDUM TO
CUSTODY AGREEMENT
ADDENDUM DATED AS OF MARCH 5, 1996
BETWEEN XXXXXX XXXXXXX TRUST COMPANY (THE "CUSTODIAN")
AND FOREIGN FUNDS, INC. (THE "CLIENT")
WHEREAS, the Custodian and the Client have entered into a Custody Agreement
dated as of March 5, 1996 (the "Agreement") for the safekeeping of
securities and cash received by the Custodian for the account of the Client's
Index Series;
WHEREAS, the Client wishes to appoint the Custodian to act as the Client's
agent for the purpose of lending Securities held for the Account of the Client's
Index Series;
WHEREAS, the Client and the Custodian have agreed to enter into this
Amendment in order to authorize the Custodian to take certain additional actions
on behalf of the Client;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. Terms defined in the Agreement are used herein with their defined
meanings.
2. The Custodian agrees to act as agent for the Client with respect to
the lending of securities by the Client to the security brokers and other
borrowers listed in Attachment A, as such Attachment A may be amended from time
to time by the agreement of the Custodian and the Client, pursuant to a
securities loan agreement (a "Securities Loan Agreement") in a form
substantially similar to Exhibit A hereto. The Custodian will notify all
borrowers that the Client is prepared to lend Securities and that the Custodian
is acting as agent for the Client. The Client, on behalf of its Index Series,
will identify all Securities which are available for lending.
The procedures the Custodian and the Client will use in performing
activities in connection with this Amendment are set forth in a procedures
manual provided to the Client by the Custodian as such manual may be amended
from time to time by the Custodian by written notice to the Client.
3. All Collateral (as defined in the Securities Loan Agreement) pledged
by any borrower pursuant to a Securities Loan Agreement shall be invested and
reinvested in accordance with the terms and conditions set forth in Exhibit B
hereto. Unless otherwise agreed between the Custodian and the Client,
Collateral shall consist only of cash.
4. All decisions with respect to the investment and reinvestment of
Collateral will be made by the Client and the Custodian shall not be liable for
any such decision.
5. The net earnings from securities lending activities (consisting of
interest earned on the investment and reinvestment of cash Collateral plus any
fees otherwise paid by borrowers, minus rebates paid to borrowers) will be
divided in half between the Client and the Custodian. In cases where Collateral
other than cash is pledged, a fee shall be payable as may be mutually agreed
upon by the parties.
6. The Client, on behalf of its Index Series, represents that (i) the
Custodian is duly authorized to execute and deliver the Securities Loan
Agreement on the Client's behalf, (ii) the Client has the power to so authorize
the Custodian, to enter into the loans contemplated by the Securities Loan
Agreement and to perform the obligations of Lender under such loans, and (iii)
the Client has taken all requisite action (corporate or otherwise) to authorize
such execution and delivery by the Custodian and such performance by it.
7. The Custodian represents that the execution, delivery and performance
of the Securities Loan Agreement and this Addendum are within the Custodian's
power and authority and have been duly authorized by all requisite action
(corporate or otherwise) of the Custodian.
8. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.
XXXXXX XXXXXXX TRUST COMPANY
By: /s/ X. Xxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxx
Title: Principal
FOREIGN FUND, INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Asst. Secretary
