CUSTODIAN AGREEMENT SUPPLEMENT
WHEREAS, UBS Investor Portfolios Trust (the "Trust") and Investors Bank
& Trust Company (the "Bank") have entered into a Custodian Agreement dated as of
February __, 1996 (the "Custodian Agreement"), pursuant to which the Trust has
appointed the Bank as Custodian of the Trust;
WHEREAS, the Trust also desires to appoint the Bank as transfer agent
of the Trust, and the Bank, which is registered as a transfer agent in
accordance with Section 17A(c) of the Securities Exchange Act of 1934, as
amended, has indicated its willingness to so act, subject to the terms and
conditions of the Custodian Agreement;
NOW, THEREFORE, the Trust and the Bank hereby amend the Custodian
Agreement, effective as of February __, 1996, in order for the Bank to perform
the following additional duties as transfer agent.
1. MAINTAINING REGISTER OF INTERESTS. The Bank shall maintain
a register which shall contain the name, address and Book Capital
Account Balance of each investor in the Trust, or any series thereof,
and shall maintain continuous proof of all outstanding interests in the
Trust.
2. PROCESSING OF INVESTMENTS. Upon an increase by an investor
of its interest in the Trust (through a capital contribution) the Bank
shall reflect such increase as an increase in the Book Capital Account
Balance of such investor as of the close of business each business day.
3. PROCESSING WITHDRAWALS. Upon a capital withdrawal by any
investor, the Bank shall reflect such withdrawal by a decrease in the
Book Capital Account Balance of such investor as of the close of
business on each business day.
4. PROCESSING REDEMPTIONS. In the event that an investor
elects a complete withdrawal of its interest in the Trust (a
"Redemption"), the Bank shall process such Redemption in accordance
with Proper Instructions, which may include, if so determined by the
Board and included in Proper Instructions, charging fees for effecting
such Redemption, and shall reduce the Book Capital Account of such
investor to zero.
5. SUSPENSION OF WITHDRAWALS AND REDEMPTIONS. Upon receipt of
Proper Instructions indicating that the Board has determined to suspend
the right of withdrawal or Redemption, the Bank shall cease processing
any such withdrawals or Redemptions, until the Bank has received Proper
Instructions indicating that such suspension has been rescinded.
6. BOOK CAPITAL ACCOUNT BALANCE. For the purposes of this
Agreement, the term Book Capital Account Balance for any investor shall
mean that amount as shall be determined by the Bank, as adjusted by the
Bank for any additional investments or withdrawals by such investor in
accordance with paragraphs (2) and (3) above.
7. COMMUNICATIONS WITH INVESTORS. The Bank will promptly
respond
to communications from investors with respect to its duties hereunder.
8. NO OBLIGATIONS ON PART OF BANK. The Bank shall not be
liable for and shall be under no obligation or duty to (i) determine
whether any investor has satisfied any requirement for investment in
the Trust, either under federal law or the laws of any state or under
the Trust's Declaration of Trust, By-laws, registration statement or
other offering materials; (ii) monitor any purchase with respect to the
securities laws of any state, or any federal securities laws or to make
any filing under the same in connection therewith, or (iii) determine
whether the procedures established by the Board with respect to the
Book Capital Account Balance of any investor are in compliance with any
requirements under federal law or the laws of any state or other
governmental authority, including, without limitation, the requirements
of the Securities and Exchange Commission or any taxing authority.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
UBS Investor Portfolios Trust
By:
Name:
Title:
Investors Bank & Trust Company
By:
Name:
Title:
UBS012A
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