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EXHIBIT a(2)
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SECOND CERTIFICATE OF AMENDMENT DATED JULY 14, 1998
TO
FIRST AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST DATED JUNE 21, 1995
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WHEREAS, the Trustees of Xxx Xxxxxx American Capital Emerging Growth Fund,
a Delaware business trust (the "Trust") have approved the amendment of the
Trust's First Amended and Restated Agreement and Declaration of Trust dated June
21, 1995 ("Declaration of Trust") in accordance with Section 9.5 thereof;
WHEREAS, the Trustees have authorized the proper officers of the Trust,
including the officer whose name appears below, to effect such amendment;
NOW, THEREFORE, the Declaration of Trust is amended as follows:
1. The first sentence of Section 1.1 is amended and restated in its entirety to
read as follows:
1.1 Name. The name of the Trust shall be
"XXX XXXXXX EMERGING GROWTH FUND"
and so far as may be practicable, the Trustees shall conduct the Trust's
activities, execute all documents and xxx or be sued under that name, which
name (and the word "Trust" wherever used in this Agreement and Declaration
of Trust, except where the context otherwise requires) shall refer to the
Trustees in their capacity as Trustees, and not individually or personally,
and shall not refer to the officers, agents or employees of the Trust or of
such Trustees, or to the holders of the Shares of the Trust or any Series.
If the Trustees determine that the use of such name is not practicable,
legal or convenient at any time or in any jurisdiction, or if the Trust is
required to discontinue the use of such name pursuant to Section 10.7
hereof, then subject to that Section, the Trustees may use such other
designation, or they may adopt such other name for the Trust as they deem
proper, and the Trust may hold property and conduct its activities under
such designation or name.
EXECUTED, to be effective as of July 14, 1998
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Secretary
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