EXHIBIT 99.B8(B)
June 1, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: The Custodian Agreement dated September 30, 1980 (the "Custodian
Agreement") between NEL Cash Management Trust, a Massachusetts business
trust (the "Trust"), and State Street Bank and Trust Company, a
Massachusetts banking corporation (the "Custodian").
Gentlemen:
Pursuant to the terms of Section I of the Custodian Agreement, enclosed
please find (i) a copy of the Trust's Second Amended and Restated Agreement and
Declaration of Trust (the "Declaration") which became effective upon filing with
the Secretary of The Commonwealth of Massachusetts on March 23, 1982 and (ii) a
copy of the Trust's Bylaws as amended to date.
Pursuant to the power of the Trustees of the Trust (the "Trustees") to
convert the Trust into a series company (as described in Section 18 (f)(2) of
the Investment Company Act of 1940), the Trustees have established and
designated two Series (individually a "Series", collectively, the "Series") of
shares of the Trust (the "Shares"), viz., the "Money Market Series" and the
"U.S. Government Series", such establishment and designation to be effective on
the date as of which the Trust has received from New England Mutual Life
Insurance Company, a Massachusetts corporation, or any affiliate thereof, tender
for one or more Shares of the Series to be designated the U.S. Government
Series. Except as otherwise specifically set forth herein, the Trust does hereby
confirm that the terms and conditions of the Custodian Agreement shall apply,
mutatis mutandis, to each Series as though the assets and liabilities belonging
to (within the meaning of the Declaration) such Series alone constituted the
assets and liabilities of the entire Trust and Shares of such Series were the
only Shares of the Trust. Without limiting the generality of the foregoing, the
Trust does hereby confirm that (i) the administration fees set forth in Exhibit
A to the Custodian Agreement and referred to in Paragraph 7 of Section II of the
Custodian Agreement shall be calculated by reference to the assets belonging to
(within the meaning of the Declaration) each individual Series and not by
reference to the aggregate assets of the Trust;(ii) the securities in the
physical possession of the Custodian and belonging to any one Series shall be
kept in a separate account and shall be physically segregated at all times from
those of any other Series or any other person;(iii) transactions involving
securities or cash belonging to (within the meaning of the Declaration) any
Series shall be carried out solely for the account of that Series; (iv)
securities belonging to (within the meaning of the Declaration) any Series
maintained in a Securities System pursuant to Paragraph 3-B of Section II of the
Custodian Agreement shall be identified on the records of the Custodian as
belonging to such Series and separately from transactions involving such
securities shall be recorded separately from transactions involving securities
belonging to other persons, including other Series; (v) consideration received
in connection with the sale of Shares of any Series shall be credited to the
account of that Series only; (vi) distributions to the holders of Shares of any
Series and redemption of the Shares of any Series shall be made only from the
assets belonging to (within the meaning of the Declaration) the relevant Series;
(vii) the net asset value of the shares of any Series and the net income of any
Series shall be calculated without regard to the assets or liabilities belonging
to (within the meaning of the Declaration) any other Series; (viii) the
Custodian will keep books of account and render statements for each Series
separately; and (ix) notice given to the Trust with respect to any matter
affecting one Series only shall indicate in such notice the Series with respect
to which such matter pertains.
It is the intention of the Trust, and its Second Amended and Restated
Agreement and Declaration of Trust so provides, that every note, bond, contract,
instrument or undertaking made or issued on behalf the Trust shall be binding
only upon the assets and property of the assets belonging to the series for the
benefit of which the Trust has caused such note, bond, contract, instrument,
certificate, or undertaking to be made or issued. Accordingly, the Custodian
shall xxxx each Series separately on account of those custodian fees determined
in accordance with Exhibit A to the Custodian Agreement which are attributable
to the administration, portfolio trades, interest accrual and appraisals or
other activities of such Series and the assets of such Series alone shall be
chargeable with those fees. In addition, with respect to any action taken or
thing done by the Custodian giving rise to a claim by the Custodian for
indemnification pursuant to Paragraph 6 of Section II of the Custodian
Agreement, the only assets available for indemnification of such claim shall be
the assets of the Series for the benefit of which such action was taken or thing
was done.
If the foregoing is in accordance with your understanding of your
agreement with the Trust, kindly sign and return to the Trust the enclosed
counterpart hereof, whereupon it will constitute an amendment to the Custodian
Agreement and, as such, a binding agreement between the Trust and the Custodian
in accordance with its terms.
Very truly yours,
NEL Cash Management Trust
By /s/ XXXXXX X. DAY
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Vice President
The foregoing is hereby accepted.
State Street Bank and Trust Company
Date: MAY 14, 1982 By /s/ X.X. XXXXXX, XX.
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Title: Vice President
A Copy of the Agreement and Declaration of Trust establishing NEL Cash
Management Trust is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this letter is executed on behalf
of the Trust by an officer of the Trustees and not individually and that the
obligations of or arising out of this letter and the Custodian Agreement
referred to herein are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the respective
assets belonging to the Series of Shares for the benefit of which the terms of
this letter and the Custodian Agreement have been agreed to.
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
NEL Cash Management Trust- U.S. Government Series
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I. Administration
Full Accounting Service- Custody of assets, maintain investment ledgers,
determine and collect income; maintain general ledgers; maintain capital stock
balance; prepare daily trial balance; compute net asset value daily; make cash
disbursements as required.
Annual Fee
Fund Net Assets Custody & Full Accounting Service
First 20 million 1/20 of 1%
Next 80 million 1/40 of 1%
Excess 1/100 of 1%
Minimum Monthly Charge:
First Six Months $500
Second Six Months 1000
Thereafter 1500
An annual fee, billed and payable monthly: based on average net assets, computed
the same as the fund management fee.
II. Portfolio Trades
For each portfolio trade........................................$12.00
State Street Bank repurchase agreements.........................$6.00 each way
III. Interest Accrual and Appraisal Charge
For each issue-Monthly Charge...................................$5.00
IV. Special Services
Fees for activities of a non-recurring nature such as Fund consolidations or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation.
V. Out of Pocket Expenses
A billing for the recovery of the following expenses will be made as of
the end of each month:
Wire charges ($3.65 per wire in and $3.50 per wire out)
Postage and insurance
Telephone
Armored carrier costs
Legal fees
Supplies related to Fund records
NEL Cash Management Trust- State Street Bank and Trust Co.
U.S. Government Series
By /s/ XXXXXX X. XXXXXXXXX By /s/ X.X. XXXXXX, XX.
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Treasurer Vice President
Date 6/7/82 Date June 1, 1982
