EXHIBIT 99.1
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 LLC, AS SPONSOR,
AND
THE BANK OF NEW YORK, AS TRUSTEE
Effective January 25, 1999
This Amendment (the "Amendment Agreement") dated as of January 1, 1999 and
effective January 25, 1999 between PDR Services LLC 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. The following text shall be added as a new paragraph to Section 5.02 as
follows:
"Upon the specific request of a redeemer, the Trustee may, in its sole
discretion, redeem SPDRs in Creation Unit size aggregations delivered
to the Trustee by such redeemer, either in whole or in part, by
providing such redeemer with a "Misweighted Portfolio" as is described
in the next following sentence. Such Misweighted Portfolio shall be
(1) a portfolio of Securities then held by the Trust, (2) which
differs in exact composition and/or weighting from that of the
securities portion of a Portfolio Deposit in effect on the date that
the request for a
redemption is made by the redeemer (the "Then-Current Portfolio
Deposit") (3) but does not differ in net asset value from that of the
Then-Current Portfolio Deposit. The Trustee may evaluate all factors
in considering a redeemer's request for a Misweighted Portfolio and
may, but need not, agree to such a redemption request if the Trustee
determines that delivery of the Misweighted Portfolio would be
appropriate for the Trust."
2. The new paragraph set forth in Section 3 of this Amendment Agreement
shall be added as the last and final paragraph of Section 5.02.
3. Pursuant to Section 10.01 of the Standard Terms, both parties to this
Amendment Agreement hereby agree that paragraphs (1) and (2) 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.
4. 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.
5. 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.
6. 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 LLC, as Sponsor
By: _____________________________________
Xxxxxx Xxxxxxxxxx
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 January in the year 1999 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 LLC, the company described in and which
executed the above instrument; and that he signed his name thereto by like
authority.
________________________
Notary Public
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this ___ day of January, 1999, before me personally appeared _________,
to me known, who, being by me duly sworn, did depose and say that he/she is
____________ of The Bank of New York , the bank and trust company described in
and which executed the above instrument; and that he/she signed his/her name
thereto by authority of the board of directors of said bank and trust company.
__________________________
Notary Public
