EXHIBIT 8(b)
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
BETWEEN
XXXXX XXXXX GROUP OF FUNDS
AND
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of October 23, 1995, is made to the MASTER
CUSTODIAN AGREEMENT (the "Agreement") between each investment company for which
Xxxxx Xxxxx Management acts as investment adviser or administrator which has
adopted the Agreement (the "Funds") and Investors Bank & Trust Company (the
"Custodian") pursuant to Section 10 of the Agreement.
The Funds and the Custodian agree that Section 10 of the Agreement shall,
as of October 23, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the Agreement
and used herein are so used as so defined.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated by either party after August 31, 2000
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such delivery or mailing; provided, that the Fund may at any time by
action of its Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian in the event the
Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to
the Custodian such compensation as may be due as of the date of such termination
(and shall likewise reimburse the Custodian for its costs, expenses and
disbursements).
This Agreement may be amended at any time by the written agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines that the performance of the Custodian has been unsatisfactory or
adverse to the interests of shareholders of any Fund or Funds or that the terms
of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.
The Board of the Fund shall, forthwith, upon giving or receiving
notice of termination of this Agreement, appoint as successor custodian, a bank
or trust company having the qualifications required by the Investment Company
Act of 1940 and the Rules thereunder. The Bank, as Custodian, Agent or
otherwise, shall, upon termination of the Agreement, deliver to such successor
custodian, all securities then held hereunder and all funds or other properties
of the Fund deposited with or held by the Bank hereunder and all books of
account and records kept by the Bank pursuant to this Agreement, and all
documents held by the Bank relative thereto. In the event that no written order
designating a successor custodian shall have been delivered to the Bank on or
before the date when such termination shall become effective, then the Bank
shall not deliver the securities, funds and other properties of the Fund to the
Fund but shall have the right to deliver to a bank or trust company doing
business in Boston, Massachusetts of its own selection meeting the above
required qualifications, all funds, securities and properties of the Fund held
by or deposited with the Bank, and all books of account and records kept by the
Bank pursuant to this Agreement, and all documents held by the Bank relative
thereto. Thereafter such bank or trust company shall be the successor of the
Custodian under this Agreement.
Except as expressly provided herein, the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
CAPITAL EXCHANGE FUND, INC. XXXXX XXXXX MUNICIPALS TRUST II
DEPOSITORS FUND OF BOSTON, INC. XXXXX XXXXX MUTUAL FUNDS TRUST
DIVERSIFICATION FUND, INC. XXXXX XXXXX PRIME RATE RESERVES
XXXXX XXXXX EQUITY-INCOME TRUST XXXXX XXXXX SPECIAL INVESTMENT TRUST
XXXXX XXXXX GROWTH TRUST EV CLASSIC SENIOR FLOATING-RATE FUND
XXXXX XXXXX INVESTMENT FUND, INC. FIDUCIARY EXCHANGE FUND, INC.
XXXXX XXXXX INVESTMENT TRUST SECOND FIDUCIARY EXCHANGE FUND, INC.
XXXXX XXXXX MUNICIPAL BOND FUND L.P. THE EXCHANGE FUND OF BOSTON, INC.
XXXXX XXXXX MUNICIPALS TRUST XXXXX, XXXXXXX EXCHANGE FUND
By: /s/Xxxxx X. X'Xxxxxx
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Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/Xxxxxxx X. Xxxxxx
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