EXHIBIT NO. 99(j)(2)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made as of this 1st day of October, 1989 by and between State
Street Bank and Trust Company (the "Custodian") and MFS Intermediate Income
Trust (the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated January 29, 1989 (the "Custodian Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Trust;
WHEREAS, the Custodian may delegate to Massachusetts Financial Services
Company ("MFS") the performance of certain duties the Custodian would otherwise
be obligated to perform pursuant to the Custodian Agreement;
WHEREAS, the Trust agrees to any such delegation of certain
Custodian duties;
NOW THEREFORE, the Custodian and the Trust hereby amend the terms of
the Custodian Contract and mutually agree to the following:
1) Add new Section 17 which shall read as follows:
17. Delegation of Certain Custodian Duties to MFS
The Custodian may delegate to MFS the performance of
any or all of its duties hereunder relating to (i) accounting
for investments in currency and for financial instruments
(including, without limitation, options, contracts, futures
contracts, options on futures contracts, options on foreign
currency and forward foreign currency exchange contracts) and
(ii) federal and state regulatory compliance. The Custodian
shall compensate MFS for the performance of such duties at
such fee or fees as MFS shall determine to be equal to MFS's
cost for performing such duties (the "MFS Fees"). Following
its payment of the MFS Fees to MFS, the Custodian shall
recover the amount of the MFS Fees and from the Trust on such
terms as the Custodian and the Trust shall agree. MFS assumes
responsibility for all duties delegated to it by the Custodian
pursuant to this Section 17, and the Custodian may rely on MFS
for the accuracy and correctness of the accounting information
provided by MFS to the Custodian pursuant to this Section 17.
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IN WITNESS WHEREOF, each of the parties hereto have caused this
instrument to be executed in its name and on its behalf by a duly authorized
representative as of the aforementioned day and year.
ATTEST MFS INTERMEDIATE INCOME TRUST
ILLEGIBLE SIGNATURE By A. XXXXX XXXXXXX
(Illegible Signature) A. Xxxxx Xxxxxxx
ATTEST STATE STREET BANK AND TRUST CO.
ILLEGIBLE SIGNATURE) By ILLEGIBLE SIGNATURE
(Illegible Signature) (Illegible Signature)
Assistant Secretary Vice President
