AMENDMENT TO CUSTODIAN CONTRACT
Amendment to Custodian Contract between Xxxx Xxxxx Income Trust, Inc.a
regulated investment company organized and existing under the laws of Maryland
having a principal place of business at 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX
00000 (hereinafter called the "Fund"), and State Street Bank and Trust Company,
a Massachusetts trust company, having its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx .Xxxxxxxxxxxxx 00000 (hereinafter called the
"Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian Contract
dated June 19, 1987 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 125% of the face amount to the amount of the Letter
of Credit;
WHEREAS: the Custodian Contract provides for the establishment of
segregated account for proper Fund purposes upon Proper Instructions (as defined
in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and agreement
hereinafter contained, the parties hereto hereby amend the Custodian Contract as
follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain a
segregated account (the "Letter of Credit Custody Account") for and in
behalf of the Fund as contemplated by Section 2.13(iv) for the purpose
of collateralizing the Fund's obligations under this Amendment to the
Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall hold
in the Letter of Credit Custody Account cash. U.S. government
securities and other high-grade debt securities owned by the Fund
acceptable to the Custodian (collectively "Collateral Securities")
equal to 125% of the face amount to the amount which the Company may
draw under the Letter of Credit. Upon receipt of such Collateral
Securities in the Letter of Credit Custody Account, the Custodian shall
issue the Latter of Credit to the Company.
4. The fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit Custody
Account (the "Collateral") to secure the performance of the Fund's
obligations to the Custodian with respect to the Letter of Credit,
including, without limitation, under Section 5-114(3) of the Uniform
Commercial Code. The Fund shall register the pledge of Collateral and
execute and deliver to the Custodian such powers and instruments of
assignment as may be requested by the Custodian to evidence and perfect
the limited interest in the Collateral granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account may
be substituted or exchanged (including substitution or exchange which
increase or decrease the aggregate value of the Collateral) only
pursuant to Proper Instruction from the Fund after the Fund notifies
the Custodian of the contemplated substitution or exchange and the
Custodian agrees that such substitution or exchange is acceptable to
the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the Custodian
to the Company, the Custodian may withdraw from the Letter of Credit
Custody Account Collateral Securities in an amount equal in value to
the amount actually so paid. The Custodian shall have with respect to
the Collateral so withdrawn all of the rights of a secured creditor
under the Uniform Commercial Code as adopted in the Commonwealth of
Massachusetts at the time of such withdrawal and all other rights
granted or permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian receives
Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become payable
to it under the Letter of Credit and the withdrawal of all Collateral
Securities with respect thereto by the Custodian pursuant to Section 6
hereof, or upon the termination of the Letter of Credit by the Fund
with the written consent of the Company, the Custodian shall transfer
any Collateral Securities then remaining in the Letter of Credit
Custody Account to another fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment to
Custodian Contract. The Collateral shall at all times until withdrawn
pursuant to Section 6 hereof remain the property of the Fund, subject
only to the extent of the interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian Contract, the
Custodian Contract shall remain in full force and effect with respect
to the Letter of Credit Custody Account until transfer of all
Collateral Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in connection
with the Letter of Credit Custody Account as agreed upon from time to
time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby, shall be governed by, and
construed and interpreted under, the laws of the Commonwealth of
Massachusetts.
13. The parties agree to execute and deliver all such further documents and
instruments and to take such further action as may be required to carry
out the purposes of the Custodian Contract:, as amended hereby.
14. Except as provided in this Amendment to Custody Contract, the Custodian
Contract shall remain in full force and effect, without amendment or
modification, and all applicable provisions of the Custodian Contract,
as amended hereby, including, without limitation, Section 8 thereof,
shall govern the Letter of Credit Custody Account and the rights and
obligations of the Fund and the Custodian under this Amendment to
Custodian Contract. No provision of this Amendment to Custodian
Contract shall be deemed to constitute a waiver of any rights of the
Custodian under the Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly autharized
representatives and it seal to be hereunder affixed as of the 25th day of
February, 1988
ATTEST:
Xxxx Xxxxx Income Trust, Inc.
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxxx
By:____________________ By: _________________________
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ X. Xxxxxxx /s/ X. X. Xxxxxx, Xx.
By:_______________________ By:__________________________
