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 Municipal Income Trust
(the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated February 19, 1988 (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 14 which shall read as follows:
14. 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 14, 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
14.
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 MUNICIPAL INCOME TRUST
XXXXX X. XXXXX By: A. XXXXX XXXXXXX
Xxxxx X. Xxxxx A. Xxxxx Xxxxxxx
ATTEST STATE STREET BANK & TRUST COMPANY
ILLEGIBLE By: XXXXXXX XXXXXX
(Illegible) Xxxxxxx Xxxxxx
Assistant Secretary Vice President
