EXHIBIT 99.8B
ADDENDUM
The Custodian Agreement between Xxxxxxxx-Xxxxxxxxx Growth Equity Fund, Inc.
(the "Fund") and State Street Bank and Trust Company (the "Custodian") dated
April 10, 1987 (the "Agreement") is hereby amended.
WHEREAS, the Fund is converting from a closed-end investment company to an
open-end investment company as defined under the Investment Company Act of 1940,
as amended (the "Investment Company Act");
NOW THEREFORE, the Agreement is amended as follows:
I. In Section 2.1 of the Agreement continue the sentence therein as
follows:
"and commercial paper of an issuer for which the Custodian acts as
issuing and paying agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Custodian pursuant to Section
2.10A."
II. In Section 2.2 insert a new Section 2.2(15) which is listed below:
"2.2(15) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such Transfer Agent or to
the holders of shares in connection with distributions in kind, as may be
described from time to time in the Fund's currently effective prospectus and
statement of additional information ("prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption."
III. Following Section 2.10 insert a new Section 2.10A which is listed
below:
"2.10A Fund Assets Held in the Custodian's Direct Paper System
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The Custodian may deposit and/or maintain securities owned by the Fund
in the Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in an account
("Account") of the Custodian in the Direct Paper System which
shall not include any assets of the Custodian other
than assets held as a fiduciary, custodian or otherwise for
customers;
3) The records of the Custodian with respect to securities of the
Fund which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased for the account
of the Fund upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of securities to
the account of the Fund. The Custodian shall transfer securities
sold for the account of the Fund upon the making of an entry on
the records of the Custodian to reflect such transfer and receipt
of payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each transfer
to or from the account of the Fund, in the form of a written
advice or notice, of Direct Paper on the next business day
following such transfer and shall furnish to the Fund copies of
daily transaction sheets reflecting each day's transaction in the
Securities System for the account of the Fund;
6) The Custodian shall provide the Fund with any report on its system
of internal accounting control as the Fund may reasonably request
from time to time."
IV. Following Section 2.17 insert the Sections 2.18 and 2.19 which are
listed below:
"2.18 Payments for Shares. The Custodian shall receive from the
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distributor for the Fund's Shares or from the Transfer Agent of the Fund
and deposit into the Fund's account such payments as are received for
Shares of the Fund issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund and the Transfer
Agent of any receipt by it of payments for Shares of the Fund."
"2.19 Payments for Repurchases or Redemptions of Shares of the Fund.
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From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of
the Board of Directors of the Fund pursuant thereto, the Custodian shall,
upon receipt of instructions from the Transfer Agent, make funds available
for payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In
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connection with the redemption or repurchase of Shares of the Fund, the
Custodian is authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank designated by the
redeeming shareholders. In connection with the redemption or repurchase of
Shares of the Fund, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian."
V. In Section 3 delete the word "weekly" throughout and insert the word
"daily" in lieu thereof. All calculations shall be daily in this Section.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the day of ,
1991.
ATTEST XXXXXXXX-XXXXXXXXX GROWTH EQUITY
FUND, INC.
/s/ S. Xxxx Xxxx By /s/ Xxxxxx X. Xxxxx
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ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ By /s/
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Assistant Secretary Vice President
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