EXHIBIT NO. 99.8(c)
AMENDMENT TO CUSTODIAN CONTRACT
Amendment to Custodian Contract between MFS Union Standard Trust, a business
trust organized and existing under the laws of The Commonwealth of
Massachusetts, having a principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called the "Trust"), and State
Street Bank and Trust Company , a Massachusetts trust company, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 (hereinafter called the "Custodian").
WHEREAS: The Trust and the Custodian are parties to a Custodian Contract
dated December 8, 1993, as amended (the "Custodian Contract");
WHEREAS: The Trust has established a series of Shares (MFS Union Standard
Research Fund (the "Series")) in addition to the initial series with respect
to which it desires to have the Custodian render services as custodian under
the terms of the Custodian Contract;
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto hereby amend the Custodian Contract
as follows:
1. Capitalized terms used herein without definition have the meanings
ascribed to them in the Custodian Contract.
2. Pursuant to Section 12 of the Custodian Contract, the Trust and the
Custodian hereby agree that the Custodian shall render services as custodian
under the terms of the Custodian Contract to the Series and that the Series
is hereby deemed a "Portfolio" as defined in the Custodian Contract.
3. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. The Custodian
acknowledges that the obligations of or arising out of this instrument are
not binding upon any of the Trust's trustees, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and
property of the Trust in accordance with its proportionate interest
hereunder. If this instrument is executed by the Trust on behalf of one or
more series of the Trust, the Custodian further acknowledges that the assets
and liabilities of each series of the Trust are separate and distinct and
that the obligations of or arising out of this instrument are binding solely
upon the assets or property of the series on whose behalf the Trust has
executed this instrument. If the Trust has executed this instrument on
behalf of more than one series of the Trust, the Custodian also agrees that
the obligations of each series hereunder shall be several and not joint, in
accordance with its proportionate interest hereunder, and the Custodian
agrees not to proceed against any series for the obligations of another
series.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly
authorized representatives and its seal to be hereunder affixed as of the
17th day of November, 1995.
ATTEST: MFS UNION STANDARD TRUST
By: XXXX X. XXXXXXX By: A. XXXXX XXXXXXX
------------------------- ---------------------------
Title: Chairman
---------------------------
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: XXXXXX XXXXX By: XXXX X. XXXXX
------------------------- ---------------------------
Title: Senior Vice President
---------------------------
