EXHIBIT (j)(3)
AMENDMENT TO CUSTODIAN CONTRACT
DATED SEPTEMBER 14, 2003
AMENDMENT TO CUSTODIAN CONTRACT
Amendment dated April 16, 2003, to the Custodian Contract, dated
December 15, 1993, as amended, by and between State Street Bank and Trust
Company (the "Custodian") and ROYCE MICRO-CAP TRUST, INC. (the "Fund")(the
"Contract").
In consideration of the promises and covenants contained herein, the
Custodian and the Fund hereby agree to amend and replace Section 4 of the
Contract as follows:
5. Proper Instructions
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"PROPER INSTRUCTIONS", which may also be standing instructions, as used
throughout this Contract, shall mean instructions received by the Custodian from
the Fund or from the Fund's investment manager or subadviser, as duly authorized
by the Fund. If instructions are given in writing, such instructions must be
signed or initialed by two or more authorized persons. Proper Instructions also
may include instructions in a tested communication or in a communication
utilizing access codes effected between electro-mechanical or electronic
devices, provided that the Fund supplies to the Custodian a summary of trade
transactions, which shall be signed by two or more authorized persons, on those
days when trades occur, and provided that the Fund has followed any security
procedures agreed to from time to time in writing 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, which shall be signed by two or more authorized persons.
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 2.11 of this Contract. The
Fund or the Fund's investment manager or subadviser shall cause the Fund's 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.
IN WITNESS WHEREOF, each of parties has caused this instrument to be executed
in its name and on its behalf by its duly authorized representative as of the
date written above.
ROYCE MICRO-CAP TRUST, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Its: Vice President
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STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
