AMENDMENT TO CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
This AGREEMENT, dated as of the -------- day of -----------------,
1997, made by and between Winthrop Opportunity Funds, a business trust (the
"Trust") operating as an open-end management investment company registered
under the Investment Company Act of 1940, as amended, duly organized and
existing under the laws of the State of Delaware and FPS Services, Inc.
("FPS") (formerly known as Fund/Plan Services, Inc.), a corporation duly
organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and FPS entered into a Custody Administration and
Agency Agreement dated April 1, 1995, wherein FPS agreed to provide certain
agency services concerning the custody of the assets of the Trust (the
"Agreement");
WHEREAS, the Parties wish to amend the Agreement to: (i) reflect the
change in the name of FPS; (ii) amend Schedule "B" of the Agreement and to
include under its general terms two separate series of shares to be known
as "Winthrop U.S. Government Money Fund" and "Winthrop Municipal Money
Fund" (the "Money Funds"); and (iii) the addition to the Agreement of
Schedules "C" and "D" which set forth, respectively, the services to be
provided to the Money Funds and the fees to be charged there against.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do
hereby agree:
1. That Schedule "B" of the Agreement be replaced in its entirety
with Schedule "B" attached hereto;
2. That Schedule "C" in the form attached hereto become part of the
Agreement setting forth the services to be performed by FPS on behalf
of the Money Funds; and
3. That Schedule "D" in the form attached hereto become part of the
Agreement setting forth the fees to be charged by FPS for the
services performed by it on behalf of the Money Funds.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedules "B," "C" and
"D," to be signed by their duly authorized officers as of the day and year
first above written.
Winthrop Opportunity Fund FPS Services, Inc.
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Xxxxxx Xxxxx, Treasurer Xxxxxxx X. Xxxxx, President
SCHEDULE "B"
Identification of Series
Below are listed the Series and Classes of Shares to which services under
this Agreement are to be performed as of the Effective Date of this
Agreement:
"WINTHROP OPPORTUNITY FUNDS"
1. Winthrop Developing Markets Fund - Class A Shares
2. Winthrop Developing Markets Fund - Class B Shares
3. Winthrop International Equity Fund - Class A Shares
4. Winthrop International Equity Fund - Class B Shares
5. Winthrop U.S. Government Money Fund
6. Winthrop Municipal Money Fund
This Schedule "B" may be amended from time to time by agreement of the
Parties.
SCHEDULE "C"
SCHEDULE OF CUSTODY ADMINISTRATION AND AGENCY SERVICES
FOR
WINTHROP U.S. GOVERNMENT MONEY FUND AND
WINTHROP MUNICIPAL MONEY FUND
O ASSIGN AN EXPERIENCED CUSTODY ADMINISTRATOR TO ACCEPT, CONTROL AND
PROCESS DAILY PORTFOLIO TRANSACTIONS.
O MATCH AND REVIEW DTC ELIGIBLE ID'S AND TRADE INFORMATION WITH
INSTRUCTIONS FOR ACCURACY AND COORDINATE WITH CUSTODIAN AND THE
FUND'S PORTFOLIO ACCOUNTING AGENT FOR RECORDING AND AFFIRMATION
PROCESSING WITH THE DEPOSITORY.
O SETTLE ALL DEPOSITORY ELIGIBLE ISSUES IN A TOTALLY AUTOMATED
ENVIRONMENT. TRANSACTIONS REQUIRING PHYSICAL DELIVERY WILL BE
SETTLED THROUGH THE CUSTODIAN'S NEW YORK OFFICE.
O ASSIST IN PLACING CASH MANAGEMENT TRADES THROUGH CUSTODIAN,
COMMERCIAL PAPER, CD'S AND REPURCHASE AGREEMENTS.
O PROVIDE FUNDS' PORTOFOLIO ACCOUNTING AGENT AND FUND PERSONNEL WITH DAILY
CUSTODIAN STATEMENTS REFLECTING ALL PRIOR DAY CASH ACTIVITY ON BEHALF OF
EACH PORTFOLIO BY 8:30 A.M. EASTERN TIME. COMPLETE DESCRIPTIONS OF ANY
POSTING, INCLUSIVE OF SEDOL/CUSIP NUMBERS, INTEREST/DIVIDEND PAYMENT
DATE, CAPITAL STOCK DETAILS, EXPENSE AUTHORIZATIONS, BEGINNING/ENDING
CASH BALANCES, ETC. WILL BE PROVIDED BY THE CUSTODIAN'S REPORTS OR
SYSTEM.
O ACTIVITY STATEMENTS COMBINING BOTH CASH CHANGES AND SECURITY TRADES
INCLUDING PORTFOLIO LISTING WILL BE PROVIDED EACH MONTH.
O COMMUNICATE TO THE FUNDS' PORTFOLIO ACCOUNTING AGENT AND THE FUND ANY
CORPORATE ACTIONS, CAPITAL CHANGES AND INTEREST RATE CHANGES SUPPORTED
BY APPROPRIATE SUPPLEMENTAL REPORTS RECEIVED FROM THE CUSTODIAN.
FOLLOW-UP WILL BE MADE WITH THE CUSTODIAN INSURING ALL NECESSARY ACTIONS
AND/OR PAPERWORK IS COMPLETED.
O ASSIST THE FUNDS' PORTFOLIO ACCOUNTING AGENT AND THE CUSTODIAN BANK ON
MONTHLY ASSET RECONCILIATION.
O COORDINATE AND RESOLVE UNSETTLED DIVIDENDS, INTEREST, PAYDOWNS AND
CAPITAL CHANGES. ASSIST IN RESOLUTION OF FAILED TRANSACTIONS AND
ANY SETTLEMENT PROBLEMS.
O PROVIDE A COMPREHENSIVE PROGRAM THAT AUDITS TRANSACTIONS, MONITORS
AND EVALUATES THE CUSTODIAN'S SERVICE AND RECOMMENDS CHANGES THAT
MAY IMPROVE PERFORMANCE.
O ARRANGE FOR SECURITIES LENDING, LINES OF CREDIT AND/OR LETTERS OF
CREDIT THROUGH CUSTODIAN.
O MONITOR FUNDS CASH POSITIONS.
O PROVIDE AUTOMATED MORTGAGE-BACKED PROCESSING THROUGH CUSTODIAN.
O PROVIDE FUND'S AUDITORS WITH TRADE DOCUMENTATION TO HELP EXPEDITE
FUND'S AUDIT.
SCHEDULE "D"
SCHEDULE OF FEES FOR CUSTODY ADMINISTRATION AND AGENCY SERVICES
FOR
WINTHROP U.S. GOVERNMENT MONEY FUND AND
WINTHROP MUNICIPAL MONEY FUND
This Fee Schedule is fixed for a period of two years from January 1, 1997
and shall not increase greater than 10% during the one year period
beginning January 1, 1999.
CUSTODY OF FUND ASSETS USING CITIBANK, N.A.
I. DOMESTIC SECURITIES AND ADRS PER PORTFOLIO: (1/12TH PAYABLE
MONTHLY)
.00015 ON THE FIRST $ 50 MILLION OF AVERAGE NET ASSETS
.000125 ON THE NEXT $ 50 MILLION OF AVERAGE NET ASSETS
.0001 ON THE NEXT $400 MILLION OF AVERAGE NET ASSETS
.00008 ON THE NEXT $500 MILLION OF AVERAGE NET ASSETS
.00006 OVER $ 1 BILLION OF AVERAGE NET ASSETS
MINIMUM MONTHLY FEE IS $500 PER PORTFOLIO.
II. CUSTODY DOMESTIC SECURITIES TRANSACTIONS CHARGE:
(BILLED MONTHLY)
BOOK ENTRY, DTC, FEDERAL BOOK ENTRY $12.00
PTC, HELD ELSEWHERE SECURITIES $15.00
Physical Securities, Options $24.00
P&I PAYDOWNS $ 7.00
WIRES $ 5.00
CHECK REQUEST $ 8.50
A TRANSACTION INCLUDES BUYS, SELLS, MATURITIES OR FREE
SECURITY MOVEMENTS.
III. WHEN ISSUED, SECURITIES LENDING, INDEX FUTURES, ETC.
SHOULD ANY INVESTMENT VEHICLE REQUIRE A SEPARATE SEGREGATED
CUSTODY ACCOUNT, A FEE OF $125 PER ACCOUNT PER MONTH WILL
APPLY.
IV. CUSTODY MISCELLANEOUS FEES
ADMINISTRATIVE FEES INCURRED IN CERTAIN LOCAL MARKETS WILL BE
PASSED ONTO THE CUSTOMER WITH A DETAILED DESCRIPTION OF THE FEES.
FEES INCLUDE INCOME COLLECTION, CORPORATE ACTION HANDLING, FUNDS
TRANSFER, SPECIAL LOCAL TAXES, STAMP DUTIES, REGISTRATION FEES,
MESSENGER AND COURIER SERVICES AND OTHER OUT-OF- POCKET EXPENSES.
V. OUT-OF-POCKET EXPENSES
THE FUNDS WILL REIMBURSE FPS SERVICES, INC. MONTHLY FOR ALL
REASONABLE OUT-OF- POCKET EXPENSES, INCLUDING TELEPHONE, POSTAGE,
OVERDRAFT CHARGES, TELECOMMUNICATIONS, SPECIAL REPORTS, RECORD
RETENTION, SPECIAL TRANSPORTATION COSTS, COPYING AND SENDING
MATERIALS TO AUDITORS AND/OR REGULATORY AGENCIES AS INCURRED AND
APPROVED.
VI. ADDITIONAL SERVICES
TO THE EXTENT THE FUNDS COMMENCE USING INVESTMENT TECHNIQUES SUCH
AS FUTURES, SECURITY LENDING, SWAPS, LEVERAGING, SHORT SALES,
DERIVATIVES, PRECIOUS METALS, OR FOREIGN TRADING (NON U.S. DOLLAR
DENOMINATED SECURITIES AND CURRENCY), ADDITIONAL FEES WILL APPLY.
ACTIVITIES OF A NON-RECURRING NATURE SUCH AS SHAREHOLDER INKINDS,
FUND CONSOLIDATIONS, MERGERS OR REORGANIZATIONS WILL BE SUBJECT TO
NEGOTIATION. ANY ADDITIONAL/ENHANCED SERVICES, PROGRAMMING
REQUESTS, OR REPORTS WILL BE QUOTED UPON REQUEST.
