EXHIBIT NO. 99.8(b)
AMENDMENT TO CUSTODIAN CONTRACT
Amendment to Custodian Contract between MFS Institutional 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
July 26, 1995, as amended (the "Custodian Contract");
WHEREAS: The Trust has established four new series of Shares (MFS Institutional
Research Fund, MFS Institutional International Equity Fund, MFS Institutional
Mid-Cap Growth Equity Fund and MFS Institutional Core Plus Fixed Income 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 16 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 each Series and that each Series is hereby
deemed a "Portfolio" as defined in the Custodian Contract.
3. Also pursuant to Section 16 of the Custodian Contract, the Trust on behalf of
each Series has hereby elected to employ the State Street Global Custody
Network, becoming a State Street Portfolio subject to Article 3A under the
Custodian Contract.
4. 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 30th day of
November, 1995.
ATTEST: MFS INSTITUTIONAL TRUST
By: XXXXX XXX By: A. XXXXX XXXXXXX
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Title: CHAIRMAN
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ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: XXXXXXXX XXXXXX By: X. XXXXX
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Title:
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