Exhibit (g)(5)
AMENDMENT TO CUSTODIAN AGREEMENT
--------------------------------
AMENDMENT made as of this 23rd day of January, 1999, by and between STATE
STREET BANK AND TRUST COMPANY ("Custodian") and XXXXX XXXXXX INVESTMENT TRUST
(the "Fund").
WITNESSETH THAT:
----------------
WHEREAS, the Custodian and the Fund are parties to a Custodian Agreement
dated December 15, 1983 (as amended to date, the "Agreement") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Agreement and mutually agree to the following:
1. Section 1. Appointment of Custodian and Property to be Held by It
shall be replaced with the following new Section 1:
"Section 1. Appointment of Custodian and Property to be Held by
It The Fund hereby appoints the Custodian as custodian of the Fund's
assets and the Custodian hereby accepts such appointment all subject
to and in accordance with the provisions hereof. The Custodian hereby
acknowledges that the Fund intends to issue units of beneficial
interest ("Shares") in three series designated as the Growth
Portfolio, the Income Portfolio and the Money Market Portfolio and
that the Fund may issue Shares in additional or different series from
time to time. The Custodian hereby agrees that all such series
(individually a "Portfolio" and collectively the "Portfolios") shall
be subject to this Agreement. The Fund agrees to deliver to the
Custodian all securities and cash owned by it from time to time, all
payments of income and payments of principal or capital distributions
received by it with respect to all securities owned by the Fund from
time to time, and the cash consideration received by the Fund for the
issuance and sale of its Shares from time to time. The Custodian shall
not be responsible for any property of the Fund held or received by
the Fund and not delivered to the Custodian."
2. The compensation of the Custodian shall be adjusted as detailed on the
Schedule
attached to this Amendment to the Agreement.
3. This Amendment shall become effective as of the date that the Money
Market Portfolio first has shareholders as a result of a public offering of
its shares (on or about June 1, 1999).
4. Except as specifically amended herein, the Agreement (as previously
amended) shall remain in full force and effect. This Amendment shall not limit
the rights of the parties to the Agreement and the parties hereto acknowledge
the effect of the Agreement.
* * *
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST XXXXX XXXXXX INVESTMENT TRUST
____________________________ By _____________________________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
____________________________ By _____________________________________________
Assistant Secretary Vice President
2
