AMENDMENT NO. 1 TO THE CUSTODIAN CONTRACT
BETWEEN XXXX XXXXXXXXX SERIES TRUST
ON BEHALF OF ITS JAPAN SERIES AND
STATE STREET BANK AND TRUST COMPANY
This Amendment No. 1 to the Custodian Contract dated as of December 19, 1988, as
amended (the "Custodian Contract") is between Xxxx Xxxxxxxxx Series Trust (the
"Trust"), a business trust organized and existing under the laws of The
Commonwealth of Massachusetts and having its principal place of business at 0
Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxx 00000, on behalf of its Japan Series, and State
Street Bank and Trust Company (the "Custodian"), a Massachusetts trust company
having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the Trust and the Custodian are parties to the Custodian Contract;
WHEREAS, the Trust has established both of the series listed on Schedule 1
hereto (each a "Portfolio") and seeks to have such Portfolios made subject to
the Custodian Contract as amended by this Amendment.
WHEREAS, the Trust and the Custodian desire to amend the Custodian Contract
to reflect the establishment of the Portfolios and also to amend the terms and
conditions under which the Custodian maintains the Portfolios foreign
securities;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. CONTINUATION OF CUSTODIAN CONTRACT. The rights and obligations of the
Trust and the Custodian under the Custodian Contract as amended hereby
shall continue in the full force and effect. The rights and obligations of
the Trust under the Custodian Contract as amended hereby shall be held by
the Trust on behalf of and for the benefit of each of the Portfolios.
2. AMENDMENT OF THE CUSTODIAN CONTRACT.
2.1 (a) GENERAL. Each reference in the Custodian Contract as amended
hereby to the securities or other assets of the Trust or the Fund shall
mean and refer to the securities and assets of the applicable Portfolio.
Each reference to "Shares" of the Trust or the Fund shall mean and refer to
shares of the applicable Portfolio. Each reference to the Board of
Trustees or Board of Directors or Declaration of Trust or Articles of
Incorporation of the Trust shall continue to mean and refer to the Board of
Trustees and Declaration of Trust of the Trust. All of the rights and
obligations of the Trust under the Custodian Contract as amended hereby
shall henceforth be rights and obligations of the Trust on behalf of the
applicable Portfolio. Without
limiting the generality of the foregoing, the Custodian agrees to maintain
custody of the assets of each Portfolio separately and to look only to the
assets of the applicable Portfolio for satisfaction of any claim arising
out of services rendered under the Custodian Contract as amended hereby on
behalf of such Portfolio.
(b) ADDITIONAL SERIES. In the event that the Trust establishes,
in addition to the Portfolios, one or more series of shares of
beneficial interest with respect to which it desires to have the
Custodian render services as custodian under the terms of the Custodian
Contract, it shall so notify the Custodian in writing, and if the Custodian
agrees in writing to provide such services, such series shall become a
Portfolio under the Custodian Contract as amended hereby.
2.2 (a) HOLDING FOREIGN SECURITIES. Section 3.4 of the Custodian
Contract is hereby amended in its entirety as follows:
"The Custodian may hold securities and other non-cash property
for all of its customers, including the Portfolios of the Trust, with
a foreign sub-custodian in a single account that is identified as
belonging to the Custodian for the benefit of its customers, PROVIDED
HOWEVER, that (i) the records of the Custodian with respect to
securities and other non-cash property of the Portfolios which are
maintained in such account shall identify by book-entry those
securities and other non-cash property belonging to the Portfolios and
(ii) the Custodian shall require that securities and other non-cash
property so held by the foreign sub-custodian be held separately from
any assets of the foreign sub-custodian or of others."
2.3 The Custodian Contract is hereby amended to add a new Section 18 to
read as follows:
"18. SHAREHOLDER COMMUNICATIONS
Securities and Exchange Commission Rule 14b-2 under the
Securities Exchange Act of 1934, requires banks which hold securities
for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners
of securities of that issuer held by the bank unless the beneficial
owner has expressly objected to disclosure of this information. In
order to comply with the rule, the Custodian needs the Trust to
indicate whether the Trust authorizes the Custodian to provide the
Trust's name, address, and share position to requesting companies
whose stock the Trust owns. If the Trust tells the Custodian "no",
the Custodian will not provide this information to requesting
companies. If the Trust tells the Custodian "yes" or does not
check either "yes" or "no" below, the Custodian is required by the
Rule to treat the Trust as consenting to disclosure of this
information for all
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securities owned by the Trust or any funds or accounts established by
the Trust. For the Trust's protection, the Rule prohibits the
requesting company from using the Trust's name and address for any
purpose other than corporate communications. Please indicate below
whether the Trust consents or objects by checking one of the
alternatives below.
YES [ ] The Custodian is authorized to release the Trust's
name, address, and share positions.
No [ ] The Custodian is not authorized to release the Trust's
name, address, and share positions."
3. MASSACHUSETTS LAW TO APPLY. This Amendment shall be construed and the
provisions thereof interpreted under and in accordance with the substantive
laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of
the ____________ day of September, 1996.
XXXX XXXXXXXXX SERIES TRUST*
By:
------------------------
STATE STREET BANK AND TRUST
COMPANY
By:
------------------------
Executive Vice President
*A copy of the First Amended and Restated Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts. The Custodian acknowledges that the
obligations arising out of this instrument are not binding upon any of the
trustees, officers or shareholders of the Trust individually, but are
binding only upon the assets and property of the Trust.
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XXXX XXXXXXXXX SERIES TRUST
SCHEDULE 1
Japan Series
International Small Capitalization Series
0
XXXXX XXXXXX XXXX AND TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE
XXXX XXXXXXXXX SERIES TRUST
Xxxxxxxxx Small Capital Fund
Xxxxxxxxx Japan Fund
Xxxxxxxxx International Small Capital Fund
I. DOMESTIC CUSTODY
CUSTODY: Maintain custody of fund assets. Settle portfolio purchases and
sales. Report buy and sell fails. Determine and collect portfolio income.
Make cash disbursements and report cash transactions. Monitor corporate
actions. Report portfolio positions.
The fee shown below is an actual charge, billed and payable monthly,
based on average monthly net assets.
First $50 Million 4 Basis Points
Next $50 Million 2 Basis Points
Thereafter 1 Basis Point
Minimum monthly fee $2,000
NEW FUND MONTHLY MINIMUM PHASE-IN
First 3 Months 0
Next 3 Months $1,000.00
Thereafter $2,000.00
II. CUSTODY
INCLUDES: Maintaining custody of fund assets. Settling portfolio purchases
and sales. Reporting buy and sell fails. Determining and collecting
portfolio income. Making cash disbursements and reporting cash
transactions. Monitoring corporate actions. Withholding foreign taxes.
Filing foreign tax reclaims.
A. HOLDING FEES (basis points per portfolio annum):
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
Australia Canada Austria Belgium Hong Kong Argentina Bangladesh
Denmark France Ireland Finland Korea Brazil China
Eurclear New Zealand Italy Indonesia Mexico Chile Columbia
Germany Switzerland Netherlands Malaysia Portugal Greece India
Japan United Kingdom Norway Singapore Spain Philippines Israel
Sweden Taiwan Turkey Hungary
Thailand Venezuela Pakistan
S. Africa Peru
Uruguay
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
First $100 Million 5.0 9.0 10.0 14.0 20.0 30.0 40.0
Thereafter 4.0 7.0 8.0 12.0 18.0 30.0 40.0
B. TRANSACTION CHARGES (U.S. Dollars):*
Group I Group II Group III Group IV Group V Group VI
------- -------- --------- -------- ------- --------
$30 $60 $75 $100 $125 $150
Canada Austria Australia Argentina Indonesia Hungary
Euroclear Chile Brazil Belgium Philippines Portugal
Germany Hong Kong Ireland Denmark Greece India
Japan Italy Mexico Finland Peru
Korea Netherlands Spain France
Switzerland Sweden New Zealand
U.K. Thailand Norway
Taiwan* Venezuela Singapore
Turkey Malaysia
S. Africa
* Excludes: agent, depository and local auditing fees
** Transaction charge waived if brokerage provided by National Securities
Company
UNITED STATES - for each line item processed
State Street Bank Repos $7.00
DTC or Fed Book Entry Buy/Sell $12.00
New York Physical $25.00
PTC Buy/Sell $20.00
All Other Trades $16.00
Maturity Collections $8.00
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration/Option exercised $15.00
Interest Rate Futures - no security movement $8.00
Monitoring for calls and processing coupons -
for each coupon issue held - monthly charge $5.00
Holdings charge per security per month $5.00
Princpal reduction payments per paydown $10.00
Third Party Foreign Exchange $50.00
III. SPECIAL SERVICES
Fees for activities of non-recurring nature such as consolidations
or reorganizations, extraordinary security shipments and the
preparation of special reports will be subject to negotiation. Fees
for automated pricing, standardized yield calculation, and other
special items will be negotiated separately.
IV. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses will
be made as of the end of each month. Out-of-pocket expenses include,
but are not limited to the following:
Telephone/Telexes
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Transfer Fees
Sub-Custodian Out-of-Pocket Charges (e.g. startup duties, registration,
etc.)
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check Items Over $2,500 - $5.25 each
GNMA Transfer - $15.00 each
XXXX XXXXXXXXX SERIES TRUST STATE STREET BANK AND TRUST CO.
By: By:
------------------------------- ------------------------------------
Title: Title:
---------------------------- ---------------------------------
Date: Date:
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