FIRST AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN OLD MUTUAL SOUTH AFRICA EQUITY TRUST AND STATE STREET BANK AND TRUST COMPANY WHEREAS, OLD MUTUAL SOUTH AFRICA EQUITY TRUST, a Massachusetts trust and investment company registered...

OLD MUTUAL SOUTH AFRICA EQUITY TRUST POS AMI

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Exhibit 9(k)


                                 FIRST AMENDMENT TO
                    SECURITIES LENDING AUTHORIZATION AGREEMENT
                                      BETWEEN
                        OLD MUTUAL SOUTH AFRICA EQUITY TRUST
                                        AND
                        STATE STREET BANK AND TRUST COMPANY


     WHEREAS, OLD MUTUAL SOUTH AFRICA EQUITY TRUST, a Massachusetts trust and
investment company registered under the Investment Company Act of 1940 (the
"Client") and State Street Bank and Trust Company, a Massachusetts trust company
("State Street") entered into a Securities Lending Authorization Agreement dated
6 September 1996 ( the "Agreement");

     WHEREAS, Section 19 of the Agreement provides that the Agreement shall not
be modified except by an instrument in writing signed by the party against whom
enforcement is sought;

WHEREAS, the Client and State Street both desire to amend the Agreement;

     NOW, THEREFORE, for value received and in order to induce the parties to
enter into the amendment contemplated hereby, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties mutually agree to amend the Agreement in the following respects:

     1.   EXHIBIT 8.2 is hereby amended by deleting the exhibit in its entirety
     and replacing with the exhibit attached hereto.

     2.   The Agreement shall remain the same in all other respects.

     3.   This Amendment is executed and made by the trustees of the Master
     Trust and not individually, but as trustees under the Declaration of Trust
     dated as of September 1, 1995, as amended, and the obligations of this
     Amendment are not binding upon any of such trustees individually.

     The Amendment is effective as of the 6th day of November, 1997.


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          IN WITNESS WHEREOF, the parties hereto execute the above Amendment by
          affixing their signatures below.


                         OLD MUTUAL SOUTH AFRICA EQUITY
                              TRUST

                         By:___________________

                         Name:  X. X. Xxxxxx

                         Its:  President

                         STATE STREET BANK AND TRUST
                              COMPANY

                         By:___________________
                         Name: Xxxxxx X. Xxxxxxx
                         Its: Senior Vice President


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     EXHIBIT 8.2

     This Exhibit is attached to and made part of the Securities Lending
     Authorization Agreement dated 6 September, 1996 between OLD MUTUAL SOUTH
     AFRICA EQUITY TRUST ("Client") and XXXXX XXXXXX XXXX XXX XXXXX XXXXXXX
     ("Xxxxx Xxxxxx").

     Investment Guidelines:

1.   State Street may enter into Repurchase Agreements on behalf of the Client
with the Financial Markets Group at State Street Bank and Trust Company, and

2.   Such other investments as State Street and the Client may agree from time
to time.


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