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 Capital Management Investment Trust, a Delaware statutory 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 September 27, 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 CAPITAL MANAGEMENT U.S. BANK, N.A.
INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxx
______________________ ____________________________
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. XxXxx
Title: Secretary Title: Vice President
