FIRST AMENDMENT TO INDIVIDUAL CUSTODIAN AGREEMENT
This FIRST AMENDMENT TO INDIVIDUAL CUSTODIAN AGREEMENT (the
"Amendment") dated this 6th day of September, 2006 is hereby entered into by and
between Xxxxxxx Xxxxx Investment Trust, a Massachusetts business trust
("Trust"), and U.S. Bank National Association, a national banking association
("U.S. Bank").
WHEREAS, the Trust previously entered into an Individual Custodian
Agreement dated October 25, 2001 (the "Agreement") with Wachovia Bank, National
Association ("Wachovia"), successor to First Union National Bank, pursuant to
which the Trust established a custodian account ("Custodian Account") and
custodial relationship ("Custodial Relationship") with Wachovia; and
WHEREAS, effective December 30, 2005, Wachovia sold its institutional
custody services business, including the Custodial Account and Custodial
Relationship referenced above, to U.S. Bank; and
WHEREAS, the parties desire to amend the Agreement to reflect the
change in custodian under the Agreement from Wachovia to U.S. Bank; and
WHEREAS, Section 14 of the Agreement allows for its amendment by a
written instrument.
NOW, THEREFORE, the parties agree as follows:
1. U.S. Bank is a national bank authorized to accept and execute
custody arrangements under the authority granted to it by the United States
Department of the Treasury, Office of the Comptroller of the Currency. U.S. Bank
hereby represents and warrants to the Trust as follows: (i) U.S. Bank is a
national bank authorized to accept and execute custody arrangements under the
authority granted to it by the United States Department of the Treasury, Office
of the Comptroller of the Currency; (ii) U.S. Bank is qualified to establish and
maintain the Custodial Account and Custodial Relationship and to act as
custodian under the governing documents thereof, including the Agreement; (iii)
Wachovia has assigned to U.S. Bank, and U.S. Bank has assumed, all of Wachovia's
powers, rights, functions, duties and interests under the Agreement; (iv) U.S.
Bank is eligible and satisfies all applicable requirements and qualifications to
become successor to Wachovia under the Agreement; and (v) U.S. Bank covenants
and agrees to perform all duties and obligations of Wachovia as provided in the
Agreement and subject to the provisions currently set forth therein.
2. All references to First Union National Bank and/or Wachovia Bank,
N.A. in the Agreement shall be replaced with U.S. Bank, N.A.
3. Except to the extent supplemented hereby, the Agreement shall remain
in full force and effect.
[Signature Page to First Amendment to Individual Custodian Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts (including
facsimile counterparts) as of the date and year first written above.
XXXXXXX XXXXX INVESTMENT TRUST U.S. BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. XxXxx
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Title: Secretary Title: Vice-President
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