AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 1st day of November 1, 1988 by and between STATE STREET
BANK AND TRUST COMPANY ("Custodian") and FPA PERENNIAL FUND, INC. (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated January 19, 1984 (as amended to date, the "Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Insert as the final paragraph under RESPONSIBILITY OF CUSTODIAN:
If the Fund requires the Custodian to advance cash or securities for
any purpose or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash
to the extent necessary to obtain reimbursement, and if
insufficient other sell other Fund assets, PROVIDED THAT Custodian
shall, with respect to Fund assets as to which Custodian has
perfected its lien and which Custodian proposes to dispose of
pursuant to the foregoing right, give the Fund notice identifying
such assets and the Fund shall have three business days from
receipt of such notice to notify the Custodian if the Fund wishes
the Custodian to dispose of Fund assets of equal value other than
those identified in such notice; in the absence of any contrary
notification from the Fund, Custodian shall be free to dispose of
the Fund assets initially identified to the extent necessary to
realize the amounts to which it is entitled hereunder.
Replace subsection 7. of Section II.B. DELIVERY OF SECURITIES with the
following new subsection 7.:
7. Upon the sale of such securities for the account of the Fund,
to the broker or its clearing agent, against a receipt for examination
in accordance with "street delivery" custom; provided that in any such
case, the 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 Custodian's
own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST FPA PERENNIAL FUND, INC.
/s/ XXXXXX XXXXXX /s/ XXXXX XX XXXX, XX.
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Secretary Treasurer
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ X. XXXXXXX /s/ X.X. XXXXXX, XX.
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Assistant Secretary Vice President
