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AMENDMENT TO AGREEMENTS
This Amendment is made as of _________________, 1995 among CHASE
MANHATTAN BANK, N.A. (the "Bank"), PNC BANK, NATIONAL ASSOCIATION (the
"Company") and each of the investment companies listed on Schedule A attached
hereto (together the "Funds" and each a "Fund") to amend the Agreement between
the Bank and each of the Funds listed on such Schedule A (each a "Custodian
Agreement").
WITNESSETH:
WHEREAS, the Funds are registered as an open-end management investment
companies under the Investment Company Act of 1940, as amended; and
WHEREAS, the Bank serves as custodian of the Funds' assets pursuant to a
Custodian Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Section 9 of each Custodian Agreement is hereby replaced in its
entirety with the following:
9. Instructions. As used in this Agreement, the term "Instructions"
means instructions of the Company received by the Bank, via telephone,
telex, TWX, facsimile transmission, bank wire or other teleprocess or
electronic instruction system acceptable to the Bank which the Bank
believes in good faith to have been given by two Authorized Persons or
which are transmitted with proper testing or authentication pusuant to
terms and conditions which the Bank may specify.
Any instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in a writing signed by two Authorized Persons
(which confirmation may bear the facsimile signature of such Persons),
but the Fund and the Company will hold the Bank harmless for any failure
on the part of the Fund, the Company or their agents to send such
confirmation in writing, the failure of such confirmation to conform to
the telephone instructions received or the Bank's failure to produce such
confirmation at any subsequent time. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect until
cancelled or superseded. If the Bank requires test arrangements,
authentication methods or other security devices to be used with respect
to Instructions, any Instructions given by the Company thereafter shall
be given and processed in accordance with such terms and conditions for
the use of such arrangements, methods or devices as the Bank may put
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into effect and modify from time to time. The Company shall safeguard and
shall cause its agents, if applicable, to safeguard any testkeys,
identification codes or other security devices which the Bank shall make
available to it. The Bank may electronically record any instructions given by
telephone, and any other telephone discussions, with respect to the Custody
Account.
2. Except as specifically modified herein, the terms of each Agreement
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name and on its behalf by its duly authorized
representative as of the date first above written.
COUNSELLORS EMERGING GROWTH
FUND, INC.
WARBURG, XXXXXX CAPITAL
APPRECIATION FUND
WARBURG, XXXXXX FIXED INCOME
FUND
By:
Name:
Title:
CHASE MANHATTAN BANK, N.A.
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
SCHEDULE A
FUND CUSTODIAN AGREEMENT
---- DATED
-------------------
Counsellors Emerging
Growth Fund, Inc. July 24, 1988
Warburg, Xxxxxx Capital
Appreciation Fund July 25, 1988
Warburg, Xxxxxx Fixed Income
Fund July 25, 1988
