1
AMENDMENT TO CUSTODIAN AGREEMENT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and FPA New Income, Inc. (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a Custodian
Agreement dated August 20, 1984 as amended on October 27, 1988 and July 20,
1993 (the "Custodian Agreement") governing the terms and conditions under which
the Custodian maintains custody of the securities and other assets of the Fund;
and
WHEREAS, the Custodian and the Fund desire to amend the terms and
conditions under which the Custodian maintains the Fund's securities and other
non-cash property in the custody of certain foreign sub-custodians in
conformity with the requirements of Rule 17f-5 under the Investment Company Act
of 1940, as amended;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, the Custodian and the Fund hereby amend the Custodian
Agreement by the addition of the following terms and provisions;
1. Notwithstanding any provisions to the contrary set forth in
the Custodian Agreement, the Custodian may hold securities and other non-cash
property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to securities and other non-cash property
of the Fund which are maintained in such account shall identify by book-entry
those securities and other non-cash property belonging to the Fund and (ii) the
Custodian shall require that securities and other non-cash property so held by
the foreign sub- custodian be held separately from any assets of the foreign
sub-custodian or of others.
2. Except as specifically superseded or modified herein, the
terms and provisions of the Custodian Agreement shall continue to apply with
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed as a sealed instrument in its name and behalf by its duly
authorized representative this 5th day of February, 1996.
FPA NEW INCOME, INC.
By: /s/XXXXX X. XX XXXX, XX.
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Title: TREASURER
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STATE STREET BANK AND TRUST COMPANY
By: /s/XXXXX X. XXXXXX
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Title: VICE PRESIDENT
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EXHIBIT 8.4
