AMENDMENT DATED AS OF JANUARY 3, 1996
BETWEEN XXXXXX XXXXXXX TRUST COMPANY (THE "CUSTODIAN")
AND MAS FUNDS (THE "CLIENT")
WHEREAS, the Custodian and the Client have entered into a Custody
Agreement dated as of September 1, 1993 (the "Agreement") for the
safekeeping of securities and cash received by the Custodian for the
account of the Client;
WHEREAS, the Client and the Custodian wish to amend the manner in
which the Custodian holds any of the Client's cash;
NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows:
1. Terms defined in the Agreement are used herein with their
defined meanings.
2. Section 11 of the Custody Agreement is hereby amended in
its entirety to read as follows:
"11. Unless the Client and the Custodian otherwise
agree, all cash received by the Custodian for the
Account shall be placed in deposit accounts
maintained by the Custodian for the benefit of its
clients with Subcustodians. The Client understands
that such deposit accounts may not be accompanied by
the benefit of any governmental insurance. If the
Custodian and the Client have agreed in writing in
advance that certain cash in the Account shall bear
interest, the Custodian shall be responsible for
crediting the Account with interest on such cash at
the rates and times as agreed between the Client and
the Custodian from time to time and such rates may be
greater than or less than the rates paid on deposits
by the Subcustodian. Any difference between the
interest so paid to the Client and the interest so
paid by the Subcustodians shall be for the account of
the Custodian."
3. Except as expressly amended hereby, all terms and
provisions of the Agreement are and shall continue to be in full
force and effect. This Amendment shall be construed in accordance
with the applicable laws of the State of New York. This Amendment
may be executed by one or both of the parties hereto on any
number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.
XXXXXX XXXXXXX TRUST COMPANY
By: /s/
---------------------------
Name:
Title:
MAS FUNDS
By: /s/
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
