Exhibit 8(a)(2)
XXXXXXX GROWTH AND INCOME FUND
Custodian Contract
Amendment No. 1
The Xxxxxxx Growth and Income Fund (the "Fund") and State Street Bank and
Trust Company (the "Custodian") hereby agree to amend the Custodian Contract
entered into on December 31, 1984 pursuant to Article IX therein, as follows:
1. Page 5, Article II, Section B. By inserting the following new Paragraphs
12 and 13 as follows and by renumbering the existing Paragraphs 12 and 13 as
Paragraphs 14 and 15, respectively:
"12) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange Act")
and a member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian, and a futures commission merchant
registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Fund;"
2. Page 9, Article II, Section H, Paragraph 1, line 1. By inserting after
"securities" the following: ", futures contracts or options on futures
contracts".
3. Page 9, Article II, Section H, Paragraph 1, line 3. By inserting after
"securities" the following: ", or evidence of title to futures contracts or
options on futures contracts,".
4. Page 9, Article II, Section H, Paragraph 1, line 19. By inserting after
"another bank" the following: "or a broker-dealer which is a member of the
NASD,".
5. Page 11, Article II, Section H. By adding a new Paragraph 6 as follows
and by renumbering the current Paragraph 6 as Paragraph 7:
"6) For payment of the amount of dividends received in respect of
securities sold short;"
6. Page 16, Article II. By adding the following new Section M. as follows
and by renumbering the current Sections M., N., O., P., andd Q., as Sections N.,
O., P., Q. and R., respectively:
"M. Segregated Account. The Custodian shall upon receipt of proper
instructions, which may be standing instructions, establish and
maintain a segregated account or accounts for and on behalf of
the Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account
by the Custodian pursuant to Section L hereof, (i) in accordance
with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange (or the Commodity
Futures Trading Commission or any registered contract market), or
of any similar organization or organizations, regarding escrow or
other arrangements in connection with transactions by the Fund,
(ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold
by the Fund, (iii) for the purposes of compliance by the Fund
with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv)
for other proper corporate purposes, but only, in the case of
clause (iv), upon receipt of, in addition to proper instructions,
a certified copy of a resolution of the Trustees or of the
Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary, setting
forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes."
7. Page 17, Article II, Section O, line 5. By inserting after "connection
therewith" the following: "and notices of exercise of call and put options
written by the Fund and the maturity of futures contracts purchased or sold by
the Xxxx)".
0. Page 21, Article VI, line 5. By inserting after "safeguarding
securities," the following: "futures contracts and options on futures
contracts,".
This Amendment shall become effective as of its date of execution.
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 14 day of April, 1985.
XXXXXXX GROWTH AND INCOME FUND
(SEAL)
By /s/Xxxxxx X. Xxx
---------------------------------
Title: EXECUTIVE VICE PRESIDENT
STATE STREET BANK AND TRUST COMPANY
(SEAL)
By /s/X.X. Xxxxxx, Xx.
---------------------------------
Title: