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EXHIBIT 8(c)
AMENDMENT NO. 2 TO
CUSTODY AGREEMENT
WHEREAS, MUNICIPAL FUND FOR NEW YORK INVESTORS, INC., a
Maryland corporation (the "Fund"), and PROVIDENT NATIONAL BANK, a national
banking association ("Provident"), are parties to a Custody Agreement dated
July 20, 1983 (the "Agreement"); and
WHEREAS, the parties wish to amend the Agreement to authorize
the Fund's custodian to use central securities depositories and to permit the
custodian to utilize book-entry systems in holding the Fund's assets;
NOW, THEREFORE, the undersigned hereby agree, intending to be
legally bound, that effective immediately the Agreement shall be amended to
provide as follows:
A. The following paragraph is hereby added to the
Agreement as Paragraph 3(e):
"Book-Entry System". As used in this Agreement, the term
"Book-Entry System" means the Federal Reserve/Treasury
book-entry system for United States and federal agency
securities, its successor or successors and its nominee or
nominees and any book-entry system maintained by a clearing
agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934.
B. Paragraph 6. of the Agreement should be amended and
restated in its entirety as follows:
6. Receipt of Securities. (a) Except as
provided in sub-Paragraph (c) below, Provident shall hold and
physically segregate in a separate account identifiable at all
times from those of any other persons, firms, or corporations,
all securities and non-cash property received by it for the
account of the Fund. All such securities and non-cash
property are to be held or disposed of by Provident for the
Fund pursuant to the terms of this Agreement. In the absence
of Written Instructions accompanied by a certified resolution
of the Fund's Board of Directors authorizing the specific
transaction, Provident shall have no power or authority to
withdraw, deliver, assign, hypothecate, pledge or otherwise
dispose of any such securities and investments except in
accordance with the express terms provided for in this
Agreement. In no case may any director, officer, employee or
agent of the Fund withdraw any securities. In connection with
its duties under this Paragraph 6, Provident may
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at its own expense, enter into subcustodian agreements with
other banks or trust companies for the receipt of certain
securities and cash to be held by Provident for the account of
the Fund pursuant to this Agreement; provided that each such
bank or trust company has an aggregate capital, surplus and
undivided profits, as shown by its last published report, of
not less than five hundred thousand dollars ($500,000) and
that such bank or trust company agrees with Provident to
comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder. Provident shall
remain responsible for the performance of all of its duties
under this Agreement and shall hold the Fund harmless from the
acts and omissions of any bank or trust company that it might
choose pursuant to this Paragraph 6.
(b) Promptly after the close of business each
day, Provident shall furnish the Fund with confirmation and a
summary of all transfers to or from the account of the Fund
during said day. Where securities are transferred to an
account of the Fund established pursuant to sub-Paragraph (c)
hereof, Provident shall also by book-entry or otherwise
identify as belonging to the Fund the quantity of securities
in a fungible bulk of securities registered in the name of
Provident (or its nominee) or shown in Provident's account on
the books of the Book-Entry System. At least monthly and from
time to time, Provident shall furnish the Fund with a detailed
statement of the Property held for the Fund under this
Agreement.
(c) The Fund shall deliver to Provident a
certified resolution of the Board of Directors of the Fund
approving, authorizing and instructing Provident on a
continuous and on-going basis, until instructed to the
contrary by Oral or Written Instructions actually received by
Provident, to deposit in the Book-Entry System all securities
of the Fund eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with
settlements of purchases and sales of securities by the Fund,
and deliveries and returns of securities collateral in
connection with borrowings. Without limiting the generality
of such use, it is agreed that the following provisions shall
apply thereto:
(i) Securities and any cash of the Fund deposited
in the Book-Entry System will at all times be segregated from
any assets and cash controlled by Provident in other than a
fiduciary or custodian capacity but may be commingled with
other assets held
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in such capacities. Provident will pay out money only upon
receipt of securities and will deliver securities only upon
the receipt of money.
(ii) All books and records maintained by Provident
which relate to the Fund's participation in the Book- Entry
System will at all times during Provident's regular business
hours be open to the inspection of the Fund's duly authorized
employees or agents, and the Fund will be furnished with all
information in respect of the services rendered to it as it
may require.
(iii) Provident will provide the Fund with copies of
any report obtained by Provident on the system of internal
accounting control of the Book-Entry System promptly after
receipt of such a report by Provident. Provident will also
provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time
to time.
Except as expressly amended and modified hereby, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 2 as of the 30th day of October, 1985.
[SEAL] MUNICIPAL FUND FOR NEW YORK
INVESTORS, INC.
Attest:/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
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Title: Vice President
[SEAL] PROVIDENT NATIONAL BANK
Attest: By: Xxxx X. XxXxxxxxxx
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Title:
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