Exhibit 8(a)(3)
XXXXXXX INCOME FUND
Custodian Contract
Amendment No. 1
The Xxxxxxx 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 10, 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. and 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 Fund)".
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8. Page 21, Article VI, line 5. By inserting after "safe-guarding
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 ____ day of April, 1985.
XXXXXXX INCOME FUND
(SEAL)
By /s/Xxxxx X. Xxx
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Title: EXECUTIVE VICE PRESIDENT
STATE STREET BANK AND TRUST COMPANY
(SEAL)
By /s/X.X. Xxxxxx Xx.
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Title:
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