FORM OF AMENDMENT NO. 1 TO CUSTODIAN AGREEMENT
Exhibit (g)(2)
FORM OF AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 (this “Amendment”) to the CUSTODIAN AGREEMENT, dated June 8, 2009 (the “Agreement”), is made and effective as of _______ ___, 2022, by and between BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO., a limited partnership organized under the laws of the State of New York (the “Custodian”), and PARNASSUS FUNDS, a Massachusetts business trust (the “Trust”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
RECITALS
WHEREAS, pursuant to the Agreement, the Custodian performs certain services for the series of the Trust; and
WHEREAS, the parties agree to amend the Agreement to add a list of the series of the Trust covered by the Agreement, for clarification purposes.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment. The Agreement is hereby amended by adding the attached Exhibit A hereto. |
| 2. | Representations and Warranties. Each party represents that it has full power and authority to enter into and perform this Amendment. |
| 3. | Miscellaneous. |
| a. | This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment. |
| b. | Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto. |
| c. | Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. |
1
| d. | This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement. |
[Remainder of page intentionally left blank. Signatures follow on next page.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.
| BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO. | PARNASSUS FUNDS | |||||||
| By: |
|
By: |
| |||||
| Name: | Name: | |||||||
| Title: | Title: | |||||||
Signature Page
EXHIBIT A
The following is a list of the series for which the Custodian shall serve under the Agreement:
Parnassus Growth Equity Fund – Investor Shares
Parnassus Growth Equity Fund – Institutional Shares
Parnassus Mid Cap Growth Fund – Investor Shares
Parnassus Mid Cap Growth Fund – Institutional Shares
Parnassus Mid Cap Fund – Investor Shares
Parnassus Mid Cap Fund – Institutional Shares
Parnassus Endeavor Fund – Investor Shares
Parnassus Endeavor Fund – Institutional Shares
Exhibit A