AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the custody contract is made as of November 17, 2000,
by and between State Street Bank and Trust Company (the "Custodian") and XXXXXXX
FUNDS TRUST, on behalf of each of its Portfolios (the "Fund"). Capitalized terms
used in this Amendment without definition shall have the respective meanings
given to such terms in the Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated December 17, 1982 (as amended from time to time, the "Custodian
Contract"); and
WHEREAS, the Fund and the Custodian wish to amend the Custodian
Contract to enable the Fund to instruct the Custodian to pay out Fund moneys for
cash sweeps and interfund lending or borrowing transactions and also to
segregate collateral for interfund lending or borrowing transactions;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein and in the Custodian Contract, the
parties hereby agree to amend the Custodian Contract as follows:
1. Payment of Fund Moneys
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In Article II, Section (H), subsection (6) is renumbered as subsection
(8) and new subsections (6) and (7) are added to the Custodian Contract
as follows:
(6) in connection with a lending or borrowing transaction between the
Fund, on behalf of a Portfolio, and an investment company, on behalf of
a Portfolio, advised by Xxxxxxx Xxxxxx Investments;
(7) in connection with a cash sweep arrangement; or
2. In Article II, Sections (M) through (R) are renumbered as Sections (N)
through (S) and new Section (M) is hereby added as follows:
M. Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
a U.S. Securities System Account by the Custodian pursuant to Section
II(L) hereof (i) in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the
NASD (or any futures commission merchant registered under the Commodity
Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the Commodity Futures
Trading Commission or any registered Contract Market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Portfolio, (ii) for
purposes of segregating cash or government securities in connection
with options purchased, sold or written by the Portfolio or commodity
futures contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Portfolio with
the procedures required by Investment Company Act Release No. 10666, or
any subsequent release or releases of the SEC relating to the
maintenance of segregated accounts by registered investment companies,
(iv) for the purpose of segregating securities or other assets of the
Fund in connection with a borrowing transaction between the Fund as
borrower and an investment company or an investment portfolio therof
advised by Xxxxxxx Xxxxxx Investments, and (v) for other proper
corporate purposes, but only, in the case of this clause, upon receipt
of, in addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Trustees or of the executive committee thereof signed by an officer of
the Fund and certified by the Fund's Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and on its behalf by its duly
authorized representative as of the date written above.
XXXXXXX FUNDS TRUST
By: /s/ Xxxx Xxxxxxxx
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Its: Vice President
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STATE STREET BANK AND TRUST COMPANY
By: /s/Xxxxxx X. Xxxxx
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Its: Vice Chairman
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