EXHIBIT 1
AMENDMENT TO
THE STANDARD TERMS AND CONDITIONS OF TRUST
DATED AS OF APRIL 1, 1995
AND TO
THE TRUST INDENTURE AND AGREEMENT
DATED APRIL 27, 1995
FOR
STANDARD & POOR'S MIDCAP 400 DEPOSITARY RECEIPTS
("MIDCAP SPDR") TRUST
BETWEEN
PDR SERVICES CORPORATION, AS SPONSOR,
AND
THE BANK OF NEW YORK, AS TRUSTEE
EFFECTIVE SEPTEMBER 30, 1997
This Amendment (the "Amendment Agreement") dated as of September 1, 1997
and effective September 30, 1997 between PDR Services Corporation as sponsor
(the "Sponsor") and The Bank of New York as trustee (the "Trustee") amends the
document entitled "Standard Terms and Conditions of Trust for Standard &
Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust dated as of April 1,
1995 between PDR Services Corporation, as Sponsor, and The Bank of New York, as
Trustee" (hereinafter called the "Standard Terms") and the document entitled
"Trust Indenture and Agreement dated April 27, 1995 incorporating by reference
Standard Terms and Conditions of Trust for Standard
& Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust Series 1 dated as
of April 1, 1995," (hereinafter called the "Trust Indenture"), (the Standard
Terms and the Trust Indenture and any and all previous amendments thereto
hereinafter called the "Trust Documents").
WITNESSETH THAT:
WHEREAS, the parties hereto have entered into the Trust Documents to
facilitate the creation of the Standard & Poor's MidCap 400 Depositary Receipts
( MidCap "SPDR") Trust (the "Trust"); and
WHEREAS, the parties hereto desire to amend the Trust Documents as more
fully set forth below;
NOW THEREFORE, in consideration of the premises and of the mutual agreements
contained herein, the Sponsor and the Trustee agree as follows:
1. Section 2G of the Trust Indenture which states that: "The
Trust's taxable year shall be the calendar year ending each
December 31."
shall be deleted in its entirety and the following sentence shall be inserted in
replacement thereof:
"The Trust's taxable year shall be the fiscal year ending each
September 30, commencing with September 30, 1997."
2. Article I of the Standard Terms which states that the
definition of the term "Distributor" means:
-----------
"PDR Distributors, Inc., a registered broker-dealer, a member
of the National Association of Securities Dealers, Inc. and a
wholly-owned subsidiary of Signature Financial Group, Inc."
shall be amended to add the text set forth below following the word "Inc.":
", any successor corporation thereto and any other corporation
appointed by the Sponsor and the Trust to act as the
Distributor hereunder, provided that such corporation is
identified as the Distributor in the current version of the
Trust prospectus."
3. Section 3.05 of the Standard Terms which states that: "Promptly
after the end of each calendar year, the Trustee shall furnish
to the DTC Participants for distribution to each person who was
a Beneficial Owner of MidCap SPDRs at the end of such calender
year: (1) an annual report of the Trust containing financial
statements; (2) a summary of transactions for the Trust in the
Trust's accounts; (3) a summary of Securities purchased and
sold; (4) amounts distributed to Beneficial Owners expressed in
reasonable detail both as an aggregate dollar amount
and as a dollar amount per MidCap SPDR; and (5) such other
information as may be required by applicable laws, rules and
regulations."
shall be deleted in its entirety and the following text shall be inserted in
replacement thereof:
"Promptly after the end of each taxable year of the Trust, the
Trustee shall furnish to the DTC Participants for distribution
to each person who was a Beneficial Owner of MidCap SPDRs at
the end of such taxable year: (1) an annual report of the trust
containing financial statements; (2) a summary of transactions
for the Trust in the Trust's accounts; (3) a summary of
Securities purchased and sold; (4) amounts distributed to
Beneficial Owners expressed in reasonable detail both as an
aggregate dollar amount and as a dollar amount per MidCap SPDR;
and (5) such other information as may be required by applicable
laws, rules and regulations.
4. Pursuant to Section 10.01 of the Standard Terms, both parties
to this Amendment Agreement hereby agree that paragraphs (1), (2) and (3) of
this Amendment Agreement are made in regard to matters as will not adversely
affect the interests of Beneficial Owners in compliance with the provisions of
Section 10.01(a) thereof.
5. Pursuant to Section 10.01, the Trustee agrees that it shall
promptly furnish each DTC Participant with sufficient copies of a written notice
of the substance of the terms of this Amendment Agreement for transmittal by
each such DTC Participant to the Beneficial Owners of the Trust.
6. Except as amended hereby, the Trust Documents now in effect are
in all respects ratified and confirmed hereby and this Amendment Agreement and
all of its provisions shall be deemed to be a part of the Trust Documents.
7. This Amendment Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed as of the date hereof.
PDR SERVICES CORPORATION, as Sponsor
By: _______________________________
Title: President
ATTEST: ____________
TITLE: _____________ THE BANK OF NEW YORK, as Trustee
By:________________________________
Title:
ATTEST: ____________
TITLE: _____________
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On the __ day of September in the year 1997 before me personally came
Xxxxxx Xxxxxxxxxx to me known, who, being by me duly sworn, did depose and say
that he is the President of PDR Services Corporation, the corporation described
in and which executed the above instrument; and that he signed his name thereto
by like authority.
________________________
Notary Public
