EXHIBIT 99.B8(C)
AMENDMENT TO THE
CUSTODIAN AGREEMENT
AGREEMENT made this 12 day of September, 1991 by and between STATE
STREET BANK AND TRUST COMPANY ("Custodian") and NEW ENGLAND CASH MANAGEMENT
TRUST, formerly NEL CASH MANAGEMENT TRUST, (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian
Agreement dated September 30, 1980 (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:
Replace paragraph 3.I of Section II Custodian with the following new
paragraph 3.I:
I. Street Delivery. Upon receipt of proper instructions, which in the
case of registered securities may be standing instructions, to release and
deliver securities for the account of the Fund, to the broker or its clearing
agent, against a receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall have no
responsibility or liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities except as may arise
from the Custodian's own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment 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 NEW ENGLAND CASH MANAGEMENT TRUST
/s/ XXXXXX X. XXXXX /s/ XXXXX X.X. XXXXXXXXX
-------------------------- ---------------------------
Assistant Secretary President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ X. XXXXXXXXXX /s/ X.X. XXXXXXX
-------------------------- ---------------------------
Assistant Secretary Vice President
AMENDMENT TO THE
CUSTODIAN AGREEMENT
AGREEMENT made this 12 day of September, 1991 by and between STATE
STREET BANK AND TRUST COMPANY ("Custodian") and NEW ENGLAND CASH MANAGEMENT
TRUST, formerly NEL CASH MANAGEMENT TRUST, (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian
Agreement dated September 30, 1980 (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:
Insert as the final paragraph under Section II.6.A. Indemnification:
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments,
claims and liabilities (including counsel fees) incurred or assessed
against it or its nominee in connection with the performance of this
Contract, except such as may arise from it or its nominee's own
negligent action, negligent failure to act or willful misconduct. The
Custodian is authorized to charge any account of the Fund for such
items and its fees. To secure any such authorized charges and any
advances of cash or securities made by the Custodian to or for the
benefit of the Fund for any purposes which result in the Fund incurring
an overdraft at the end of any business day or for the extraordinary or
emergency purposes during any business day, the Fund hereby grants to
the Custodian a security interest in and pledges to the Custodian
securities held for it by the Custodian, in an amount not to exceed the
lesser of the dollar amounts borrowed or ten percent of the Fund's
gross assets, the specific securities to be designated in writing from
time to time by the Fund or its investment adviser; provided, however,
that (1) if from time to time neither the Fund nor its investment
adviser shall have designated in writing specific securities in an
amount at least equal to the lesser of the dollar amount borrowed or
ten percent of the Fund's gross assets, or (2) if as a result of the
delivery by the Custodian out of its custody, pursuant to Proper
Instructions, of any securities previously so designated, the remaining
amount of securities so designated shall be less than the lesser of the
dollar amounts borrowed or ten percent of the Fund's gross assets then
the Custodian shall have a security interest in the Fund's securities;
in an amount that, taken together with amounts of securities from time
to time designated in writing by the Fund or its investment adviser
that have not been delivered out of the custody of the Custodian
pursuant to Proper Instructions, does not exceed the lesser of the
dollar amounts borrowed or ten percent of the Fund's gross assets.
Should the Fund fail to repay promptly any advances of cash or
securities, the Custodian shall be entitled to use available cash and
to dispose of pledged securities and property as is necessary to repay
any such advances.
IN WITNESS WHEREOF, each of the parties has caused this
Amendment 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 NEW ENGLAND CASH MANAGEMENT TRUST
/s/ XXXXXX X. XXXXX /s/ XXXXX X.X. XXXXXXXXX
-------------------------- ---------------------------
Assistant Secretary President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ X. XXXXXXXXXX /s/ X.X. XXXXXXX
-------------------------- ---------------------------
Assistant Secretary Vice President
