AMENDMENT
To Transfer Agency and Service Agreement
Between Xxxxx New York Venture Fund, Inc.
and State Street Bank and Trust Company
1. GENERAL BACKGROUND. In accordance with the Amendment provision in
Section 13 of the Transfer Agency and Service Agreement between Xxxxx
New York Venture Fund, Inc. (the "Fund") and State Street Bank and
Trust Company dated March 10, 1998 (the "Agreement"), Xxxxx New York
Venture Fund, Inc. desires to amend the Agreement to include a series.
1.2 The Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of
securities and other assets; and
1.3 The Fund intends to initially offer shares in two (2) series, such
series shall be named in the attached Schedule A which may be amended
by the parties from time to time (each such series, together with all
other series subsequently established by the Fund and made subject to
this Agreement in accordance with Section 13 being herein referred to
as a "Portfolio", and collectively as the "Portfolios").
2. AMENDMENT.
2.1 The parties hereby amend the Agreement to include a new portfolio,
Xxxxx Growth & Income Fund.
2.2 All terms and conditions of the Agreement relating to the Fund equally
apply to each portfolio of the Fund added by this amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this day of April, 1996.
STATE STREET BANK AND TRUST XXXXX NEW YORK VENTURE FUND, INC.
COMPANY
By: By:
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Executive Vice President
SCHEDULE A
Xxxxx New York Venture Fund
Xxxxx Growth & Income Fund
