Exhibit 8(f)
AMENDMENT TO SUB-CUSTODIAN CONTRACT
This Amendment to the Sub-Custodian Contract is made as of *[date] by and
between The Munder Framlington Funds Trust (the "Fund"), Comerica Bank (the
"Custodian") and State Street Bank and Trust Company (the "Sub-Custodian").
Capitalized terms used in this Amendment without definition shall have the
respective meanings given to such terms in the Sub-Custodian Contract referred
to below.
WHEREAS, the Fund, the Custodian and the Sub-Custodian entered into a Sub-
Custodian Contract dated as of October 1, 1997 (as amended and in effect from
time to time, the "Contract"); and
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets, and the Fund has made Munder Framlington Emerging Markets
Fund, Munder Framlington Healthcare Fund, Munder Framlington International
Growth Fund and Munder Framlington Global Financial Services Fund subject to the
Contract (each such series, together with all other series subsequently
established by the Fund and made subject to the Contract in accordance with the
terms thereof, shall be referred to as a "Portfolio", and, collectively, the
"Portfolios"); and
WHEREAS, the Fund, the Custodian and the Sub-Custodian desire to amend
certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule
17f-5") promulgated under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund, the Custodian and the Sub-Custodian desire to amend and
restate certain other provisions of the Contract relating to the custody of
assets of each of the Portfolios held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. Article 3 of the Contract is hereby deleted, and Articles 4 through 22 of
the Contract are hereby renumbered, as of the effective date of this
Amendment, as Articles 5 through 23, respectively.
II. New Articles 3 and 4 of the Contract are hereby added, as of the effective
date of this Amendment, as set forth below.
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3. THE SUB-CUSTODIAN AS FOREIGN CUSTODY MANAGER.
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3.1. DEFINITIONS.
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Capitalized terms in this Article 3 shall have the following meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act, except that the
term does not include Mandatory Securities Depositories.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule
17f-5.
"Mandatory Securities Depository" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country outside the United States
(i) because required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing agency; or (iii)
because maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with prevailing or
developing custodial or market practices.
3.2. DELEGATION TO THE SUB-CUSTODIAN AS FOREIGN CUSTODY MANAGER.
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The Fund, by resolution adopted by its Board of Trustees (the "Board"), hereby
delegates to the Sub-Custodian, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Article 3 with respect to Foreign Assets held
outside the United States, and the Sub-Custodian hereby accepts such delegation,
as Foreign Custody Manager of each Portfolio.
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3.3. COUNTRIES COVERED.
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The Foreign Custody Manager shall be responsible for performing the delegated
responsibilities defined below only with respect to the countries and custody
arrangements for each such country listed on Schedule A to this Contract, which
list of countries may be amended from time to time by the Fund with the
agreement of the Foreign Custody Manager. The Foreign Custody Manager shall
list on Schedule A the Eligible Foreign Custodians selected by the Foreign
Custody Manager to maintain the assets of each Portfolio, which list of Eligible
Foreign Custodians may be amended from time to time in the sole discretion of
the Foreign Custody Manager. Mandatory Securities Depositories are listed on
Schedule B to this Contract, which Schedule B may be amended from time to time
by the Foreign Custody Manager. The Foreign Custody Manager will provide
amended versions of Schedules A and B in accordance with Section 3.7 of this
Article 3.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account, or to place or maintain Foreign Assets, in a country listed on
Schedule A, and the fulfillment by the Fund of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be deemed to
have been delegated by the Board responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation. Execution of this
Amendment by the Fund shall be deemed to be a Proper Instruction to open an
account, or to place or maintain Foreign Assets, in each country listed on
Schedule A in which the Sub-Custodian has previously placed or currently
maintains Foreign Assets pursuant to the terms of the Contract. Following the
receipt of Proper Instructions directing the Foreign Custody Manager to close
the account of a Portfolio with the Eligible Foreign Custodian selected by the
Foreign Custody Manager in a designated country, the delegation by the Board to
the Sub-Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Sub-Custodian shall immediately cease to be the
Foreign Custody Manager of the Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Sub-Custodian shall
have no further responsibility as Foreign Custody Manager to a Portfolio with
respect to the country as to which the Sub-Custodian's acceptance of delegation
is withdrawn.
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3.4. SCOPE OF DELEGATED RESPONSIBILITIES.
-----------------------------------
3.4.1. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS.
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Subject to the provisions of this Article 3, the Foreign Custody Manager may
place and maintain the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the Foreign Custody Manager in each country listed on
Schedule A, as amended from time to time.
In performing its delegated responsibilities as Foreign Custody Manager to place
or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign
Custody Manager shall determine that the Foreign Assets will be subject to
reasonable care, based on the standards applicable to custodians in the country
in which the Foreign Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of such assets,
including, without limitation the factors specified in Rule 17f-5(c)(1).
3.4.2. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS.
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The Foreign Custody Manager shall determine that the contract (or the rules or
established practices or procedures in the case of an Eligible Foreign Custodian
that is a foreign securities depository or clearing agency) governing the
foreign custody arrangements with each Eligible Foreign Custodian selected by
the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
3.4.3. MONITORING.
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In each case in which the Foreign Custody Manager maintains Foreign Assets with
an Eligible Foreign Custodian selected by the Foreign Custody Manager, the
Foreign Custody Manager shall establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such Eligible Foreign
Custodian and (ii) the contract governing the custody arrangements established
by the Foreign Custody Manager with the Eligible Foreign Custodian (or the rules
or established practices and procedures in the case of an Eligible Foreign
Custodian selected by the Foreign Custody Manager which is a foreign securities
depository or clearing agency that is not a Mandatory Securities Depository).
In the event the Foreign Custody Manager determines that the custody
arrangements with an Eligible Foreign Custodian it has selected are no longer
appropriate, the Foreign Custody Manager shall notify the Board in accordance
with Section 3.7 hereunder.
3.5. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY.
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For purposes of this Article 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the
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Foreign Assets in each country for which the Sub-Custodian is serving as
Foreign Custody Manager of a Portfolio, and the Board shall be deemed to be
monitoring on a continuing basis such Country Risk to the extent that the Board
considers necessary or appropriate. The Fund, on behalf of the Portfolios, and
the Sub-Custodian each expressly acknowledge that the Foreign Custody Manager
shall not be delegated any responsibilities under this Article 3 with respect to
Mandatory Securities Depositories.
3.6. STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO.
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In performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.7. REPORTING REQUIREMENTS.
----------------------
The Foreign Custody Manager shall report the withdrawal of the Foreign Assets
from an Eligible Foreign Custodian and the placement of such Foreign Assets with
another Eligible Foreign Custodian by providing to the Board amended Schedules A
or B at the end of the calendar quarter in which an amendment to either Schedule
has occurred. The Foreign Custody Manager shall make written reports notifying
the Board of any other material change in the foreign custody arrangements of
the Portfolios described in this Article 3 after the occurrence of the material
change.
3.8. REPRESENTATIONS WITH RESPECT TO RULE 17f-5.
------------------------------------------
The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5.
The Fund represents to the Sub-Custodian that the Board has determined that it
is reasonable for the Board to rely on the Sub-Custodian to perform the
responsibilities delegated pursuant to this Contract to the Sub-Custodian as the
Foreign Custody Manager of each Portfolio.
3.9. EFFECTIVE DATE AND TERMINATION OF THE SUB-CUSTODIAN AS FOREIGN CUSTODY
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MANAGER.
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The Board's delegation to the Sub-Custodian as Foreign Custody Manager of a
Portfolio shall be effective as of the date hereof and shall remain in effect
until terminated at any time, without penalty, by written notice from the
terminating party to the non-terminating party. Termination will become
effective thirty days after receipt by the non-terminating party of such notice.
The provisions of Section 3.3 hereof shall govern the delegation to and
termination of the Sub-Custodian as Foreign Custody Manager of the Fund with
respect to designated countries.
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4. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS
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HELD OUTSIDE THE UNITED STATES.
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4.1 DEFINITIONS.
-----------
Capitalized terms in this Article 4 shall have the following meanings:
"Foreign Securities System" means either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory Securities Depository
listed on Schedule B hereto.
"Foreign Sub-Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. HOLDING SECURITIES.
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The Sub-Custodian shall identify on its books as belonging to the Portfolios the
foreign securities held by each Foreign Sub-Sub-Custodian or Foreign Securities
System. The Sub-Custodian may hold foreign securities for all of its customers,
including the Portfolios, with any Foreign Sub-Sub-Custodian in an account that
is identified as belonging to the Sub-Custodian for the benefit of its
customers, provided however, that (i) the records of the Sub-Custodian with
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respect to foreign securities of the Portfolios which are maintained in such
account shall identify those securities as belonging to the Portfolios and (ii),
to the extent permitted and customary in the market in which the account is
maintained, the Sub-Custodian shall require that securities so held by the
Foreign Sub-Sub-Custodian be held separately from any assets of such Foreign
Sub-Sub-Custodian or of other customers of such Foreign Sub-Sub-Custodian.
4.3. FOREIGN SECURITIES SYSTEMS.
--------------------------
Foreign securities shall be maintained in a Foreign Securities System in a
designated country only through arrangements implemented by the Foreign Sub-Sub-
Custodian in such country pursuant to the terms of this Contract.
4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
---------------------------------------
4.4.1. DELIVERY OF FOREIGN ASSETS.
--------------------------
The Sub-Custodian or a Foreign Sub-Sub-Custodian shall release and deliver
foreign securities of a Portfolio held by such Foreign Sub-Sub-Custodian, or in
a Foreign Securities System account, only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, and
only in the following cases:
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(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the country
where such Assets are held or traded, including, without limitation:
(A) delivery against expectation of receiving later payment; or (B) in
the case of a sale effected through a Foreign Securities System, in
accordance with the rules governing the operation of the Foreign
Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolio;
(iv) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of the
Sub-Custodian (or the name of the respective Foreign Sub-Sub-Custodian
or of any nominee of the Sub-Custodian or such Foreign Sub-Sub-
Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for examination or
trade execution in accordance with market custom; provided that in any
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such case the Foreign Sub-Sub-Custodian shall have no responsibility
or liability for any loss arising from the delivery of such securities
prior to receiving payment for such securities except as may arise
from the Foreign Sub-Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement;
(viii)in the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by the Fund
requiring a pledge of assets by the Portfolio;
(x) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
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(xii) for any other proper purpose, but only upon receipt of, in addition
--- ----
to Proper Instructions, a copy of a resolution of the Board or of an
Executive Committee of the Board so authorized by the Board, signed by
an officer of the Fund and certified by its Secretary or an Assistant
Secretary that the resolution was duly adopted and is in full force
and effect (a "Certified Resolution"), specifying the Foreign Assets
to be delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom delivery of such Assets shall
be made.
4.4.2. PAYMENT OF PORTFOLIO MONIES.
---------------------------
Upon receipt of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Sub-Custodian shall pay out, or direct
the respective Foreign Sub-Sub-Custodian or the respective Foreign Securities
System to pay out, monies of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering money to
the seller thereof or to a dealer therefor (or an agent for such
seller or dealer) against expectation of receiving later delivery of
such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of foreign
securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio
including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Contract, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through the Sub-Custodian or its Foreign Sub-Sub-Custodians;
(v) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign securities;
and
(viii)for any other proper purpose, but only upon receipt of, in addition
--- ----
to Proper Instructions, a Certified Resolution specifying the amount
of such
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payment, setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS; MARKET INFORMATION.
-------------------------------------
Notwithstanding any provision of this Contract to the contrary, settlement and
payment for Foreign Assets received for the account of a Portfolio and delivery
of Foreign Assets maintained for the account of a Portfolio may be effected in
accordance with the customary established securities trading or processing
practices and procedures in the country or market in which the transaction
occurs, including, without limitation, delivering Foreign Assets to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) with the expectation of receiving later payment for such Foreign Assets
from such purchaser or dealer.
The Sub-Custodian shall provide to the Board the information with respect to
custody and settlement practices in countries in which the Sub-Custodian employs
a Foreign Sub-Sub-Custodian, including without limitation information relating
to Foreign Securities Systems, described on Schedule C hereto at the time or
times set forth on such Schedule. The Sub-Custodian may revise Schedule C from
time to time, provided that no such revision shall result in the Board being
provided with substantively less information than had been previously provided
hereunder.
4.5. REGISTRATION OF FOREIGN SECURITIES.
----------------------------------
The foreign securities maintained in the custody of a Foreign Custodian (other
than bearer securities) shall be registered in the name of the Fund (on behalf
of the applicable Portfolio) or in the name of the Sub-Custodian or in the name
of any Foreign Sub-Sub-Custodian or in the name of any nominee of the foregoing,
and the Fund agrees to hold any such nominee harmless from any liability as a
holder of record of such foreign securities. The Sub-Custodian or a Foreign
Sub-Sub-Custodian shall not be obligated to accept securities on behalf of the
Fund (on behalf of the applicable Portfolio) under the terms of this Contract
unless the form of such securities and the manner in which they are delivered
are in accordance with reasonable market practice.
4.6. BANK ACCOUNTS.
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The Sub-Custodian shall identify on its books as belonging to a Portfolio cash
(including cash denominated in foreign currencies) deposited with the Sub-
Custodian. Where the Sub-Custodian is unable to maintain, or market practice
does not facilitate the maintenance of, cash on the books of the Sub-Custodian,
a bank account or bank accounts opened and maintained outside the United States
on behalf of a Portfolio with a Foreign Sub-Sub-Custodian shall be subject only
to draft or order by the Sub-Custodian or such Foreign Sub-Sub-Custodian, acting
pursuant to the terms of this Contract to hold cash received by or from or for
the account of the Portfolio.
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4.7. COLLECTION OF INCOME.
--------------------
The Sub-Custodian shall use reasonable commercial efforts to collect all income
and other payments with respect to the Foreign Assets held hereunder to which a
Portfolio shall be entitled and shall credit such income, as collected, to the
Portfolio. In the event that extraordinary measures are required to collect such
income, the Fund and the Sub-Custodian shall consult as to such measures and as
to the compensation and expenses of the Sub-Custodian relating to such measures.
4.8. SHAREHOLDER RIGHTS.
------------------
With respect to the foreign securities held under this Article 4, the Sub-
Custodian will use reasonable commercial efforts to facilitate the exercise of
voting and other shareholder rights, subject always to the laws, regulations and
practical constraints that may exist in the country where such securities are
issued. The Fund acknowledges that local conditions, including lack of
regulation, onerous procedural obligations, lack of notice and other factors may
have the effect of severely limiting the ability of the Fund to exercise
shareholder rights.
4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES.
---------------------------------------------
The Sub-Custodian shall transmit promptly to the Fund written information
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith) received by the
Sub-Custodian via the Foreign Sub-Sub-Custodians from issuers of the foreign
securities being held for the account of a Portfolio. With respect to tender or
exchange offers, the Sub-Custodian shall transmit promptly to the Fund written
information so received by the Sub-Custodian from issuers of the foreign
securities whose tender or exchange is sought or from the party (or its agents)
making the tender or exchange offer. The Sub-Custodian shall not be liable for
any untimely exercise of any tender, exchange or other right or power in
connection with foreign securities or other property of the Portfolio at any
time held by it unless (i) the Sub-Custodian or the respective Foreign Sub-Sub-
Custodian is in actual possession of such foreign securities or property and
(ii) the Sub-Custodian receives Proper Instructions with regard to the exercise
of any such right or power, and both (i) and (ii) occur at least three business
days prior to the date on which the Sub-Custodian is to take action to exercise
such right or power.
4.10. LIABILITY OF FOREIGN SUB-SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS.
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Each agreement pursuant to which the Sub-Custodian employs a Foreign Sub-Sub-
Custodian shall, to the extent possible, require the Foreign Sub-Sub-Custodian
to exercise reasonable care in the performance of its duties and, to the extent
possible, to indemnify, and hold harmless, the Sub-Custodian from and against
any loss, damage, cost, expense, liability or claim arising out of or in
connection with such Foreign Sub-Sub-Custodian's
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performance of such obligations. At the election of the Fund, the Fund shall be
entitled to be subrogated to the rights of the Sub-Custodian with respect to any
claims against a Foreign Sub-Sub-Custodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that the Fund and
any applicable Portfolio has not been made whole for any such loss, damage,
cost, expense, liability or claim.
4.11. TAX LAW.
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The Sub-Custodian shall have no responsibility or liability for any obligations
now or hereafter imposed on the Fund or the Sub-Custodian as custodian of the
Portfolios by the tax law of the United States or of any state or political
subdivision thereof. It shall be the responsibility of the Fund to notify the
Sub-Custodian of the obligations imposed on the Fund with respect to the
Portfolios or the Sub-Custodian as custodian of such Portfolios by the tax law
of countries other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Sub-Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.
4.12. LIABILITY OF SUB-CUSTODIAN.
--------------------------
Except as may arise from the Sub-Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a Sub-Sub-Custodian, the
Sub-Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by anything which is (A) part of
Country Risk or (B) part of the "prevailing country risk" of the Fund and the
Portfolios, as such term is used in SEC Release Nos. IC-22658; IS-1080 (May 12,
1997) or as such term or other similar terms are now or in the future
interpreted by the SEC or by the staff of the Division of Investment Management
of the SEC.
The Sub-Custodian shall be liable for the acts or omissions of a Foreign Sub-
Sub-Custodian to the same extent as set forth with respect to sub-sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Sub-Custodian or a Foreign Securities Depository,
the Sub-Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism, or any other loss where the Sub-Sub-
Custodian has otherwise acted with reasonable care.
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III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Sub-Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the
event of any conflict between the provisions of Articles 3 and 4 hereof,
the provisions of Article 3 shall prevail.
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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.
Witnessed By: STATE STREET BANK AND TRUST COMPANY
*[name] By:
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[title] Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Witnessed By: THE MUNDER FRAMLINGTON FUNDS TRUST
*[name] By:
----------------------------
[title] Name:
Title:
Witnessed By: COMERICA BANK
*[name] By:
----------------------------
[title] Name:
Title:
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