AMENDMENT TO CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and
Trust Company (the "Custodian") and Fiduciary Management
Associates (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a
Custodian Contract dated March 12, 1986 (the "Custodian
Contract") governing the terms and conditions under which the
Custodian maintains custody of the securities and other assets of
the Fund; and
WHEREAS, the parties hereto desire to amend the
Custodian Contract to provide for for the maintenance of certain
of the Fund's foreign securities and other assets in the custody
of State Street London Limited (the "Trust Company"), a company
incorporated under the laws of the United Kingdom with the power
to act as a trustee and as a custodian of securities;
NOW THEREFORE, in consideration of the premises and
covenants contained herein, the Custodian and the Fund hereby
amend the terms of the Custodian Contract and agree to the
following terms and conditions:
1. The Fund hereby authorizes and instructs the
Custodian to employ the services of the Trust Company, as the
sub-custodian in the United Kingdom, to hold securities and other
assets of the Fund, subject to the terms of the Custodian
Contract, as heretofore amended, and to the terms and conditions
hereof.
2. The securities to be held by the Trust Company shall
be limited to "foreign securities" as defined by paragraph (c)
(1) of Rule 17f-5 under the Investment Company Act of 1940 (the
"1940 Act").
3. Cash held for the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the
Fund with the Trust Company, which account shall be subject to
the direction of the Custodian, the Trust Company, or both.
4. The Custodian represents that it has obtained an
order from the Securities and Exchange Commission, pursuant to
Section 6(c) of the 1940 Act, exempting the Custodian and the
Fund from the provisions of Section 17(f) of said Act, to the
extent necessary to permit the securities and other assets of the
Fund to be maintained in the custody of the Trust Company.
5. In delegating custody duties and obligations to the
Trust Company as permitted hereunder, the Custodian agrees that
it shall not be relieved of any responsibility to the Fund for
any loss due to such delegation to the Trust Company, except such
loss as may result from: (a) political risk (including, but not
limited to, exchange control restrictions, confiscation,
expropriation, nationalization, insurrection, civil strife or
armed hostilities) or (b) other risk of loss (excluding
bankruptcy or insolvency of the Trust Company not caused by a
political risk) for which neither the Custodian nor the Trust
Company would be liable (including, but not limited to, losses
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due to Acts of God, nuclear incident and other losses under
circumstances where the Custodian and the Trust Company have
exercised reasonable care).
6. Except as specifically superseded or modified herein,
the terms and conditions of the Custodian Contract, as heretofore
amended, shall continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the 13th day of November, 1986.
ATTEST FIDUCIARY MANAGEMENT ASSOCIATES
/s/ /s/
________________________ By_____________________________
(Title)
ATTEST STATE STREET BANK AND TRUST
COMPANY
/s/ /s/
________________________ By:___________________________
(Assistant Secretary) (Vice President)
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00250061.AI6
