Exhibit 99.7.(b)

                         AMENDMENT TO CUSTODY CONTRACT

      Amendment dated August 2,1999,  by and between State Street Bank and Trust
company (the  "Custodian")  and PaineWebber  Cashfund,  Inc. (the "Fund") to the
custody  contract  between the Custodian  and the Fund,  dated April 1, 1996, as
amended (the 1 "Custody Concract").

      WHEREAS  the  Custodian  serves  as the  custodian  of the  Fund's  assets
pursuant to : the Custody Contract;

      WHEREAS the Fund may appoint one or more banks identified on Schedule A to
this  Amendment,  as  amended  from  time to  time,  to  serve  as  additional
custodians  for the `Fund  (each,  a "Repo  Custodian")  for the  purpose of the
Fund's  engaging  in  @i-party  I  repurchase  agreement  transactions  (?&Party
Repos");

      WHEREAS the Fund may direct the  Custodian to make "free  delivery" to one
or I more Repo  Cusrodians of cash or other assets  maintained in custody by the
Custodian for the Fund pursuant to the Custody Contract for purposes of engaging
in Tri-Party  Repos;  and WHEREAS the Custodian and the Fund desire to amend rhe
Custody  Contract to permit the  Custodian  to make `%ee  delivery"  of cash and
other assets of the Fund to Repo Custodians from time to time;

      NOW  THEREFORE,  the  Custodian  and the Fund hereby  agree to amend the I
Custody Contract by adding the following provisions thereto:

      1. Notwithstanding  anything to the contrary in the Custody Contract, upon
receipt  of Proper  Instructions  (as  defined  in the  Custody  Contract),  the
Custodian  shall  deliver  cash and/or  other  assets of the Fund to any account
maintained  for  the  Fund by a ~ Repo  Custodian,  which  delivery  may be made
without  contemporaneous  receipt by the / Custodian  of cash or other assets in
exchange therefor. Upon such delivery of cash or other assets in acdordance with
such Proper Instructions,  the Custodian shall have no / further  responsibility
or obligation to the Fund as a custodian of the Fund with respect to the cash or
assets so delivered.  In preparing reports of monies received or paid out of the
Fund or of assets  comprising the Fund, the Custodian  shall be entitled to rely
upon I information  received from time to time from the Repo Custodian and shall
not be '  responsible  for the  accuracy  or  completeness  of such  infomlation
included in the '  Custodian's  reports  until such  assets are  received by the
Custodian.

      2. The Fund may amend Schedule A from time to time to add or delete a Repo
Custodian for the Fund by delivering Special Instructions (as defined herein) to
the Custodian.  The term Special  Instructions  shall mean written  instructions
executed by at



least two officers of the Fund  holding the office of Vice  President or higher.
In all other  respects,  the  Custody  Contract  shall  remain in full force and
effect and the Custodian and ithe Fund shall perform their respective obhgations
in accordance with the terms thereof.

      THIS  AMENDMENT  is  executed  to be  effective  as of the date set forth
above.

                                       PAINEWEBBER CASHFUND, INC.

                                       By:    /s/ Keith A. Weller
                                              ----------------------------------
                                       Name:      Keith A. Weller
                                       Title:     Vice President and
                                                  Assistant Secretary


                                       STATE STREET BANK AND TRUST COMPANY

                                       By:   /s/ Ronald E. Logue
                                             -----------------------------------
                                       Title:    Ronald E. Logue
                                                 Vice Chairman


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                                   SCHEDULE A


                              Dated: August 2. 1999

                                       to

              Amendment, dated August 2, 1999, to Custody Contract
                                Of April 1, 1996,
                                    between
                    State Street Bank and Trust Company and
                           PaineWebber Cashfund, Inc.

TRI-PARTY REP0 CUSTODIAN BANKS

The Bank of New York
Chase Manhattan Bank


Authorized Signatures for Special Instructions:

 By:   /s/ Keith A. Weller                 By:    /s/ Dianne E. O'Donnell
       -----------------------------              ------------------------------
 Name:     Keith A. Weller                 Name:      Dianne E. O'Donnell
 Title:    Vice President and              Title:     Secretary and Vice
           Assistant Secretary                        President

DATE:      As Of August 2, 1999            DATE:      As Of August 2, 1999
           --------------------------                 --------------------------

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