Exhibit (g)(14)
AMENDMENT TO CUSTODIAN CONTRACT
Amendment dated December 28, 2006, to the Custodian Contract dated October 12,
1988, as amended (the "Contract"), by and between State Street Bank and Trust
Company (the "Custodian") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").
WHEREAS, the Fund and the Custodian wish to amend certain provisions of the
Contract in order to (a) allow for delivery out of margin in connection with
trading in futures and options on futures contracts entered into by the Fund,
(b) amend the provisions for Proper Instructions in order to provide for
electronic trade instructions, and (c) to provide for the establishment by the
Custodian of segregated accounts.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the Custodian and the Fund hereby amend the
Contract, pursuant to the terms thereof, as follows:
I. New Section 2.2(15) is hereby added and existing Section 2.2(15) is hereby
amended and renumbered Section 2.2(16) as set forth below:
Section 2.2 Delivery of Securities
(15)For delivery of initial or variation margin in connection with trading in
futures and options on futures contracts entered into by the Fund on behalf
of a Portfolio;
(16)or any other purpose, but only upon receipt of Proper Instructions from the
Fund, on behalf of the applicable Portfolio, specifying the securities of
the Portfolio to be delivered and naming the person or persons to whom
delivery of such securities shall be made.
XX.Xxx Section 2.8(7) is hereby added and existing Section 2.8(7) is hereby
amended and renumbered Section 2.8(8) as set forth below:
Section 2.8 Payment of Fund Monies
(7)For the payment of initial or variation margin in connection with trading in
futures and options on futures contracts entered into by the Fund, on behalf
of a Portfolio;
(8)For any other purpose, but only upon receipt of Proper Instructions from the
Fund, on behalf of the applicable Portfolio, specifying the amount of such
payment and naming the person or persons to whom such payment is to be made.
III.Section 2.17 is amended and replaced as follows:
Section 2.17 Proper Instructions
"Proper Instructions", which may also be standing instructions, as used
throughout this Contract shall mean instructions received by the Custodian from
the Fund, the Fund's investment manager or subadvisor, as duly authorized by
the Fund. Such instructions may be in writing signed by the
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authorized person or persons or may be in a tested communication or in a
communication utilizing access codes effected between electro-mechanical or
electronic devices or may be by such other means and utilizing such
intermediary systems and utilities as may be agreed to from time to time by the
Custodian and the person or entity giving such instructions, provided that the
Fund has followed any security procedures agreed to from time to time by the
Fund and the Custodian, including, but not limited to, the security procedures
selected by the Fund in the Funds Transfer Addendum to this Contract. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed promptly in writing. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any multi-party agreement, which requires a segregated
asset account in accordance with Section 2.13 of this Contract. The Fund or the
Fund's investment manager shall cause its duly authorized officer to certify to
the Custodian in writing the names and specimen signatures of persons
authorized to give Proper Instructions. The Custodian shall be entitled to rely
upon the identity and authority of such persons until it receives notice from
the Fund to the contrary.
IV. Clause (iv) of Section 2.13 (entitled "Segregated Account") is amended and
replaced as follows:
(iv) for any other purpose upon receipt of Proper Instructions from the
Fund, on behalf of the applicable Portfolio.
V. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative
under seal as of the date first above written.
XXXXXXX X. XXXXXXXXX FUND, INC.
On behalf of its Portfolios
Listed on Appendix A attached
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
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APPENDIX A
Dated as of December 28, 2006
to
CUSTODIAN CONTRACT
Dated 10/12/88
Portfolios of Xxxxxxx X. Xxxxxxxxx Fund, Inc.
Tax-Managed International Portfolio
International Portfolio
Emerging Markets Portfolio
Short Duration New York Municipal Portfolio
Short Duration California Municipal Portfolio
Short Duration Diversified Municipal Portfolio
New York Municipal Portfolio
California Municipal Portfolio
Diversified Municipal Portfolio
U.S. Government Short Duration Portfolio
Short Duration Plus Portfolio
Intermediate Duration Portfolio
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