EXHIBIT 1
AMENDMENT TO
THE STANDARD TERMS AND CONDITIONS OF TRUST
DATED AS OF JANUARY 1, 1993
AND TO
THE TRUST INDENTURE AND AGREEMENT
DATED JANUARY 22, 1993
FOR
STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDR") TRUST
BETWEEN
PDR SERVICES CORPORATION, AS SPONSOR,
AND
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
EFFECTIVE SEPTEMBER 30, 1997
This Amendment (the "Amendment Agreement") dated as of September 1, 1997 and
effective September 30, 1997 between PDR Services Corporation as sponsor (the
"Sponsor") and State Street Bank and Trust Company as trustee (the "Trustee")
amends the document entitled "Standard Terms and Conditions of Trust for
Standard & Poor's Depositary Receipts ("SPDR") Trust dated as of January 1, 1993
between PDR Services Corporation, as Sponsor, and State Street Bank and Trust
Company, as Trustee" (hereinafter called the "Standard Terms") and the document
entitled "Trust Indenture and Agreement dated January 22, 1993 incorporating by
reference Standard Terms and Conditions of Trust
for Standard & Poor's Depositary Receipts ("SPDR") Trust Series 1 dated as of
January 1, 1993", (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 Depositary Receipts ("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. Section 2F of the Trust Indenture which states that: "The
Trust's taxable year shall be the calendar year ending each
December 31."
shall be deleted in its entirety and the following sentence shall be inserted
in replacement thereof:
"The Trust's taxable year shall be the fiscal year ending each
September 30, commencing with September 30, 1997."
2. Article I of the Standard Terms which states that the
definition of the term "Distributor" means:
-----------
"PDR Distributors, Inc., a registered broker-dealer, a member
of the National Association of Securities Dealers, Inc. and a
wholly-owned subsidiary of Signature Financial Group, Inc."
shall be amended to add the text set forth below following the word "Inc.":
", any successor corporation thereto and any other corporation
appointed by the Sponsor and the Trust to act as the
Distributor hereunder, provided that such corporation is
identified as the Distributor in the current version of the
Trust prospectus."
3. Section 3.05 of the Standard Terms which states that: "Promptly
after the end of each calendar year, the Trustee will furnish
to the DTC Participants for distribution to each person who was
a Beneficial Owner of SPDRS at the end of such calendar year,
an annual report of the Trust containing financial statements
audited by independent accountants of nationally recognized
standing and such other information as may be required by
applicable laws, rules and regulations. "
shall be deleted in its entirety and the following text shall be inserted in
replacement thereof:
"Promptly after the end of each taxable year of the Trust, the
Trustee will furnish to the DTC
Participants for distribution to each person who was a
Beneficial Owner of SPDRS at the end of such taxable year, an
annual report of the Trust containing financial statements
audited by independent accountants of nationally recognized
standing and such other information as may be required by
applicable laws, rules and regulations."
4. 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.
5. 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.
6. 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.
7. 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 CORPORATION, as Sponsor
By:_________________________________
Title: President
ATTEST: ____________
TITLE: _____________
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:_________________________________
Title: Senior Vice President
ATTEST: ____________
TITLE: _____________
STATE OF NEW YORK ):
ss:
COUNTY OF NEW YORK )
On the __ day of September in the year 1997 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 Corporation, the corporation described in and
which executed the above instrument; and that he signed his name thereto by like
authority.
_________________________
Notary Public
COMMONWEALTH OF
MASSACHUSETTS )
: ss:
COUNTY OF NORFOLK)
On this ___ day of September, 1997, before me personally appeared _________,
to me known, who, being by me duly sworn, did depose and say that she is
____________ of State Street Bank and Trust Company, the bank and trust company
described in and which executed the above instrument; and that she signed her
name thereto by authority of the board of directors of said bank and trust
company.
________________________
Notary Public
