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Exhibit 8(c)
AMENDMENT DATED AS OF APRIL 4, 1997
BETWEEN XXXXXX XXXXXXX TRUST COMPANY (THE "CUSTODIAN")
AND XXXXXX CAPITAL TRUST (THE "CLIENT")
WHEREAS, the Custodian and the Client have entered into a Custody
Agreement dated as of April 4, 1997 (as amended from time to time, the
"Agreement") for the safekeeping of securities and cash received by the
Custodian for the account of the Client;
WHEREAS, the Client has opened an account with Short-Term Investments
Co. in order to invest in their Liquid Assets Portfolio, MSTC Cash Reserves
Class (the "Fund");
WHEREAS, the Client and the Custodian have agreed to enter into this
Amendment in order to authorize the Custodian to take certain additional actions
on behalf of the Client;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Terms defined in the Agreement are used herein with their defined
meanings.
2. Notwithstanding any provisions in the Custody Agreement to the
contrary, the Client hereby directs the Custodian to transfer to Client's
account #_________________ with the Fund (the "Fund Account"), on a daily basis,
any US dollar cash received by the Custodian for the Client's Accounts
specified on Schedule I hereto, in excess of the amount deemed necessary to
settle Client's cash and securities transactions. If the US dollar cash received
by the Custodian on the Client's behalf is not adequate to settle such
transactions, the Client hereby authorizes the Custodian to cause shares to be
redeemed from Client's Fund Account in amounts necessary to settle such
transactions.
3. The Client hereby authorizes the Custodian to provide to Fund
Management Company ("FMC"), an agent on behalf of the Fund, such information
with respect to the Client as may be required by applicable laws and regulations
or as may be reasonably requested by FMC and approved by the Client in writing.
4. The Client acknowledges that the Custodian has entered into a
Shareholder Service Agreement with FMC on behalf of the Fund for certain
administrative services the Custodian provides to the Fund. The Custodian
receives a fee for such services as set forth in the Prospectus of the Fund
under "Annual Portfolio Operating Expenses, 12b-1 Fees."
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Exhibit 8(c)
5. The Client confirms that any decision to invest in the Fund is
solely a decision of the Client and the Client has not relied on the Custodian
for any investment advice. The Client confirms further that the Custodian is not
exercising any discretionary authority with respect to the Client's investments
in the Fund.
6. Except as expressly amended hereby, all terms and provisions of the
Agreement shall continue to be in full force and effect. This Amendment shall be
construed in accordance with the applicable laws of the State of New York. This
Amendment may be executed by one or both of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.
XXXXXX XXXXXXX TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Principal and Treasurer
XXXXXX CAPITAL TRUST
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Operating Officer
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