EXHIBIT NO. 99(j)(3)
AMENDMENT
The Custodian Contract dated February 19, 1988 between MFS Municipal
Income Trust (referred to herein as the "Trust") and State Street Bank and Trust
Company (the "Custodian") is hereby amended as follows:
I. Section 2.1 is amended to read as follows:
"Holding Securities. The Custodian shall hold and
physically segregate for the account of the Trust all non-cash property,
including all securities owned by the Trust, other than (a) securities which are
maintained pursuant to Section 2.10 in a clearing agency which acts as a
securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as "Securities
System" and (b) commercial paper of an issuer for which State Street Bank and
Trust Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Custodian pursuant
to Section 2.10A.
II. Section 2.2 is amended to read, in relevant part as
follows:
"Delivery of Securities. The Custodian shall
release and deliver securities owned by the Trust held by the
Custodian or in a Securities System account of the Custodian or in the
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Custodian's Direct Paper book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in following
cases:
1) . . . .
.
.
.
14) . . . ."
III. Section 2.7(1) is amended to read in relevant part
as follows:
"Payment of Trust Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out monies of the
Trust in the following cases only:
1) Upon the purchase of securities, options,
futures contracts or options on futures contracts for
the account of the Trust but only (a) against the
delivery of such securities or evidence of title to
such options, futures contracts or options on futures
contracts, to the Custodian (or any bank, banking
firm or trust company doing business in the United
States or abroad which is qualified
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under the Investment Company Act of 1940, as
amended, to act as a custodian and has been
designated by the Custodian as its agent for this
purpose) registered in the name of the Trust or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer;
(b) in the case of a purchase effected through a
Securities System, in accordance with the conditions
set forth in Section 2.10 hereof or (c) in the case
of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section
2.10A; or (d) in the case of repurchase agreements
entered into between the Trust and the Custodian, or
another bank, or a broker-dealer which is a member of
NASD, (i) against delivery of the securities either
in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with
such securities or (ii) against delivery of the
receipt evidencing purchase by the Trust of
securities owned by the Custodian along with written
evidence of the agreement by the Custodian to
repurchase such securities from the Trust or (e) for
transfer to a time deposit account of the Trust in
any bank, whether domestic or foreign; such transfer
may be
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effected prior to receipt of a confirmation
from a broker and/or the applicable bank
pursuant to Proper Instructions from the Trust as
defined in Section 2.15;" IV. Following Section 2.10
there is inserted a new Section 2.10.A to read as
follows:
2.10.A "Trust Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain securities owned by the
Trust in the Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions;
2) The Custodian may keep securities of the Trust
in the Direct Paper System only if such
securities are represented in an account
("Account") of the Custodian in the Direct
Paper System which shall not include any assets
of the Custodian other than assets held as a
fiduciary, custodian or otherwise for
customers;
3) The records of the Custodian with respect to
securities of the Trust which are
maintained in
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the Direct Paper System shall identify by
book-entry those securities belonging to the
Trust;
4) The Custodian shall pay for
securities purchased for the account of the
Trust upon the making of an entry on the
records of the Custodian to reflect such
payment and transfer of securities to the
account of the Trust. The Custodian shall
transfer securities sold for the account of the
Trust upon the making of an entry on the
records of the Custodian to reflect such
transfer and receipt of payment for the account
of the Trust;
5) The Custodian shall furnish the Trust
confirmation of each transfer to or from
the account of the Trust, in the form of a
written advice or notice, of Direct Paper on
the next business day following such transfer
and shall furnish to the Trust copies of daily
transaction sheets reflecting each day's
transaction in the Securities System for the
account of the Trust;
6) The Custodian shall provide the Trust with
any report on its system of internal
accounting control as the Trust may reasonably
request from time to time."
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V. Section 9 is hereby amended to read as
follows:
"Effective Period, Termination and Amendment
This Contract shall become effective as of its execution,
shall continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties hereto
and may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or mailing;
provided, however that the Custodian shall not act under Section 2.10 hereof in
the absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Trustees of the Trust has approved the
initial use of a particular Securities System and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has reviewed the use by the Trust of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of 1940, as
amended and that the Custodian shall not act under Section 2.10A hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees has approved the initial use of the Direct
Paper System and the receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has reviewed the use by the Trust
of the Direct Paper System; provided further, however, that the Trust shall not
amend or terminate this
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Contract in contravention of any applicable federal or state regulations, or any
provision of the Declaration of Trust, and further provided, that the Trust may
at any time by action of its Board of Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements."
Except as otherwise expressly amended and modified herein, the
provisions of the Custodian Contract shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representatives and its Seal to be hereto affixed as of the 17th day of
September, 1991.
ATTEST: MFS MUNICIPAL INCOME TRUST
XXXXX X. XXXXX By: W. T. LONDON
Xxxxx X. Xxxxx W. T. London
Assistant Secretary Treasurer
ATTEST: STATE STREET BANK AND TRUST COMPANY
XXX XXXXXXXX By: XXXX XXXXXXX
Xxx Xxxxxxxx Xxxx Xxxxxxx
Assistant Secretary Vice President
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