Exhibit 7(a)
AMENDMENT TO CUSTODY CONTRACT
Amendment dated August 16, 1999, by and between State Street Bank and
Trust Company (the "Custodian") and PaineWebber Financial Services Growth Fund
Inc. (formerly PaineWebber Classic Regional Financial Fund Inc. and PaineWebber
Regional Financial Growth Fund Inc.) (the "Fund") to the custody contract
between the Custodian and the Fund, dated April 1, 1990, as amended (the
"Custody Contract").
WHEREAS the Custodian serves as the custodian of the Fund's assets
pursuant to the Custody Contract;
WHEREAS the Fund 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 Fund (each, a "Repo Custodian") for the purpose of the Fund's
engaging in tri-party repurchase agreement transactions ("Tri-Party Repos");
WHEREAS the Fund 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 Fund pursuant to the Custody Contract for purposes of engaging
in Tri-Party Repos; and
WHEREAS the Custodian and the Fund desire to amend the Custody Contract
to permit the Custodian to make "free delivery" of cash and other assets of the
Fund 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 Fund to any account
maintained for the Fund 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 Fund as a custodian of the Fund 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 Fund may amend Schedule A from time to time to add or delete a
Repo Custodian for the Fund 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 Fund holding the office of
Vice President or higher. In all other respects, the Custody Contract shall
remain in full force and effect and the Custodian and the Fund shall perform
their respective obligations in accordance with the terms thereof.
THIS AMENDMENT is executed to be effective as of the date set forth
above.
PAINEWEBBER FINANCIAL SERVICES
GROWTH FUND INC.
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
