RULE 17F-7 AMENDMENT TO THE GLOBAL MUTUAL FUND
CUSTODY AGREEMENT
AMENDMENT, dated June 28, 2001, to the Mutual Fund Global Custody
Agreement dated June 19, 2000, as amended ("Agreement"), between The Xxxxx
Capital Management International Equity Fund ("Fund"), a Massachusetts
investment company, and First Union National Bank ("First Union"), a National
Bank.
WHEREAS, the Fund desires to appoint First Union as Primary Custodian
with regard to the maintenance of the Fund's Foreign Assets with an Eligible
Securities Depository;
WHEREAS, First Union desires to serve as the Primary Custodian and will
perform the duties set forth herein on the terms and conditions contained
herein.
NOW THEREFORE, in consideration of the mutual premises hereinafter
contained in this Agreement, the Fund and First Union hereby agree as follows:
Section 1. Except as modified hereby, the Agreement is confirmed in all
respects. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
Section 2. The Agreement is amended by adding a new Paragraph 36 as
follows:
Compliance with SEC Rule 17f-7.
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a. Appointment. The Fund hereby appoints First Union to perform the
responsibilities of Primary Custodian as set forth in this Paragraph 36 with
respect to Foreign Assets to be maintained with an Eligible Securities
Depository, and First Union hereby accepts such appointment. First Union agrees
to fulfill its duties and perform its responsibilities hereunder in accordance
with SEC Rule 17f-7.
b. Standard of Care. First Union shall use the reasonable care, prudence, and
diligence a person having responsibility for the safekeeping of the assets of an
investment company registered under the 1940 Act would exercise in performing
the responsibilities set forth in this Paragraph 36, or shall adhere to a higher
standard of care.
c. Scope of Responsibilities of Primary Custodian.
(i) Risk Analysis. In performing its responsibilities as Primary Custodian
First Union shall provide the Fund with an analysis of the custody risks
associated with maintaining Foreign Assets of the Fund with any Eligible
Securities Depository.
(ii) Monitoring. First Union shall monitor the custody risks associated
with maintaining Foreign Assets of the Fund with any Eligible Securities
Depository.
(iii) Notification. First Union shall promptly notify the Fund of any
material change in the custody risks associated with maintaining Foreign Assets
of the Fund with any Eligible Securities Depository.
d. Withdrawal of Assets from Eligible Securities Depository. If a custody
arrangement with an Eligible Securities Depository no longer meets the
requirements of SEC Rule 17f-7, the Fund's Foreign Assets must be withdrawn from
the depository as soon as reasonably practicable.
e. Definitions.
(i) Eligible Securities Depository. Eligible Securities Depository means a
system for the central handling of securities as defined in SEC Rule 17f-7.
(ii) Primary Custodian. Primary Custodian means a U.S. Bank or Qualified
Foreign bank that contracts directly with the Fund to provide custodial services
related to maintaining the Fund's assets outside the United States as defined in
SEC Rule 17f-7.
f. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be determined to be an original, but such counterparts shall
together, constitute only one instrument.
IN WITNESS WHEREOF, the Fund and First Union have caused this Agreement
to be executed by their respective officers, thereunto duly authorized, as of
the date first above written.
THE XXXXX CAPITAL MANAGEMENT
INTERNATIONAL EQUITY FUND
By: _______________________________________
Title: ____________________________________
FIRST UNION NATIONAL BANK
By: _______________________________________
Title: ____________________________________
