EXHIBIT 5(c)(ii)
SUPPLEMENTAL AGREEMENT
between
GUARDIAN XXXXXXX XXXXXXX LIMITED, incorporated under the
Companies Acts having its Registered Office formerly at 0
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX and now at 0 Xxxxxxx
Xxxxx, Xxxxxxxxx XX0 0XX (hereinafter called "the Company");
OF THE ONE PART
and
XXXXXXX XXXXXXX OVERSEAS LIMITED, a company incorporated under
the Companies Acts having its Registered Office formerly at 0
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX and now at 0 Xxxxxxx
Xxxxx, Xxxxxxxxx XX0 0XX (hereinafter called "the Manager") OF
THE OTHER PART
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WHEREAS:
(A) The Company and the Manager are parties to a Sub-Investment Management
Agreement dated 17 and 21 January 1991 (the "Agreement") in terms of which
the Manager was appointed as Sub-Investment Manager to Xxxxxxx Xxxxxxx
International Fund Inc. (the "Client").
(B) In Clause 1.1(i) of the Agreement the definition "Investments" erroneously
refers to the Company; and
(C) The Company and the Manager have agreed that the said definition be
amended in terms of this Supplemental Agreement.
IT IS HEREBY AGREED AND DECLARED as follows:
1. In Clause 1.1(i) or the Agreement the definition "Investments" shall be
amended by substituting the word "Client" in lieu of "Company" in the
second line of said definition.
2. Save in so far as amended by the foregoing provisions of this Supplemental
Agreement, the Agreement shall continue in full force and effect: IN
WITNESS WHEREOF these presents consisting of this and the preceding page
are executed in duplicate as follows: _ they are subscribed for Xxxxxxx
Xxxxxxx Overseas Limited by Xxxx Xxxx Xxxxxxxx, one of its Directors at
Edinburgh on 27 January 1992 in the presence of these witnesses, Gillian
Xxxxxxxxx Xxxxxxxx, Marketing Manager, 00 Xxxxx Xxxxxx, XXX, Xxxxxxxxx XX0
0XX and Xxxxx Xxxxxxx, Company Secretary, 00 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx
XX0 0XX and they are subscribed for Guardian Xxxxxxx Xxxxxxx Limited by
Xxxx Xxxxxxx Xxxxx at New
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York on 29 January 1992 in the presence of these witnesses, Xxxxxx Xxxxxxx
Xxxxxx, Xx. Second Vice President and Counsel and Xxxxx Xxxxx Xx Xxxxx,
Attorney, both of 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
For Guardian Xxxxxxx Xxxxxxx Limited
s/Xxxxxx X. Xxxxxx, Xx. Witness s/Xxxx X. Xxxxx
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s/Xxxxx X Xx Xxxxx Witness
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For Xxxxxxx Xxxxxxx Overseas Limited
s/X.X. Xxxxxxxx Witness s/J.R. Xxxxxxxx
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s/Xxxxx Xxxxxxx Witness
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