EXHIBIT (g)(ii)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of February 2, 1999
by and between X.X. Xxxxxxx & Co. Growth Fund, Inc. (the "Fund") and State
Street Bank and Trust Company (the "Custodian").
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of January 11, 1994 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract pertaining to proper authorization for payment of Fund expenses.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth hereinafter and in the Contract, the parties
hereby agree to amend the Contract, pursuant to the terms thereof, as follows:
I. Paragraph (4) of Section 2.8 is hereby amended and restated in its
entirety as follows:
For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments
for the account of the Fund: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to
be in whole or part capitalized or treated as deferred
expenses, but only upon receipt of written Proper
Instructions signed by at least two persons as the Board of
Directors of the Fund shall have from time to time
authorized. Oral instructions will not be considered
"Proper Instructions" for purposes of this paragraph (4).
II. The first sentence of Section 2.17 is hereby amended and restated in its
entirety as follows:
Except as set forth in Section 2.8(4), Proper Instructions as
used throughout this Article 2 means a writing signed or
initialled by one or more person or persons as the Board of
Directors shall have from time to time authorized.
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST
COMPANY
/s/ Xxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxx
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxxx
Associate Counsel Executive Vice President
WITNESSED BY: X.X. XXXXXXX & CO. GROWTH FUND, INC.
/s/ Xxxxx Xxxx By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx
Title: Title: President
