Exhibit 99.7(b)
AMENDMENT TO CUSTODY CONTRACT
Amendment dated August 16, 1999, to the custody contract, dated March 1,
1996, as amended, by and between State Street Bank and Trust Company (the
"Custodian") and PaineWebber Master Series, Inc., on behalf of each
Portfolio/Series listed on Attachment I hereto (each a "Fund") (the "Custody
Contract").
WHEREAS the Custodian serves as the custodian of each Fund's assets
pursuant to the Custody Contract:
WHEREAS the Funds may appoint one or more banks identified on Schedule A
to this Amendment, as amended from time to time, to serve as additional
custodians for the Funds (each, a "Repo Custodian") for the purpose of the
Funds' engaging in tri-party repurchase agreement transactions ("Tri-Party
Repos");
WHEREAS the Funds may direct the Custodian to make "free delivery" to
one or more Repo Custodians of cash or other assets maintained in custody by
the Custodian for the Funds pursuant to the Custody Contract for purposes of
engaging in Tri-Party Repos; and
WHEREAS the Custodian and the Funds desire to amend the Custody Contract
to permit the Custodian to make "free delivery" of cash and other assets of
the Funds to Repo Custodians from time to time;
NOW THEREFORE, the Custodian and the Fund hereby agree to amend the
Custody Contract by adding the following provisions thereto:
1. Notwithstanding anything to the contrary in the Custody Contract,
upon receipt of Proper Instructions (as defined in the Custody Contract), the
Custodian shall deliver cash and/or other assets of the Funds to any account
maintained for the Funds by a Repo Custodian listed on Schedule A, which
delivery may be made without contemporaneous receipt by the Custodian of cash
or other assets in exchange therefor. Upon such delivery of cash or other
assets in accordance with such Proper Instructions, the Custodian shall have
no further responsibility or obligation to the Funds as a custodian of the
Funds with respect to the cash or assets so delivered. In preparing reports
of monies received or paid out of the Fund or of assets comprising the Fund,
the Custodian shall be entitled to rely upon information received from time
to time from the Repo Custodian and shall not be responsible for the accuracy
or completeness of such information included in the Custodian's reports until
such assets are received by the Custodian.
2. The Funds may amend Schedule A from time to time to add or delete a
Repo Custodian for the Funds by delivering Special Instructions (as defined
herein) to the Custodian. The term Special Instructions shall mean written
instructions executed by at least two officers of the Funds holding the
office of Vice President or higher. In all other respects, each Custody
Contract shall remain in full force and effect and the Custodian and the
Funds shall perform their respective obligations in accordance with the terms
thereof.
EXECUTED to be effective as of the date set forth above.
PAINEWEBBER MASTER SERIES, INC.
On Behalf of Funds Listed on
Attachment I
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Assistant
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice Chairman
2
ATTACHMENT I
Dated: August 16, 1999
to
Amendment dated August 16, 1999, to Custody Contract
Of March 1, 1996, between
State Street Bank and Trust Company and
PaineWebber Master Series, Inc.
PORTFOLIO SERIES DATE OF CUSTODY
---------------- ---------------
PaineWebber Money Market Fund 03/01/96
PaineWebber Balanced Fund 03/01/96
3
SCHEDULE A
Dated: August 16, 1999
to
Amendment dated August 16, 1999, to Custody Contract
Of March 1, 1996, between
State Street Bank and Trust Company and
PaineWebber Master Series, Inc.
On Behalf of Funds Listed on Attachment I
TRI-PARTY REPO CUSTODIAN BANKS
------------------------------
The Bank of New York
Chase Manhattan Bank
Authorized Signatures:
By: /s/ Xxxxx X. Xxxxxx By: Xxxxxx X. X'Xxxxxxx
------------------------------- ---------------------------------
Title: Xxxxx X. Xxxxxx Title: Xxxxxx X. X'Xxxxxxx
Vice President and Secretary and Vice President
Assistant Secretary
Date: as of 8/16/99 Date: as of 8/16/99
4
