EXHIBIT 99.8(b)
AMENDMENT TO
CUSTODIAN AGREEMENT
Amendment dated as of this 21st day of April, 1992 to the Custodian
Agreement between Massachusetts Financial Total Return Trust (the "Fund") and
Investors Bank & Trust Company (the "Bank") dated October 1, 1991 (the
"Agreement").
Section 12.3 of the Agreement is amended and restated as follows:
12.3 Advances by Bank. The Bank may, in its sole discretion, advance
funds on behalf of the Fund, or any series of the Fund, to make any payment
permitted by this Agreement upon receipt of any proper authorization required by
this Agreement for such payments by the Fund or any series of the Fund. Should
such a payment or payments, with advanced funds, result in an overdraft (due to
insufficiencies of the Fund's or, if applicable, any series' of the Fund account
with the Bank) or for any other reason, this Agreement deems any such or related
indebtedness, a loan made by the Bank to the Fund (or if the overdraft relates
to a series of the Fund, such series) payable on demand and bearing interest at
the rate set forth in writing by the Bank concurrently herewith (as amended from
time to time) unless the Fund (or, if applicable, the Fund on behalf of the
series) shall provide the Bank with agreed upon compensating balances. The Fund
agrees that the Bank shall have a continuing lien and security interest on the
assets of the Fund (or, if the overdraft is on behalf of a series of the Fund,
the assets of such series) to the extent of any overdraft, provided that in no
event shall the amount of such lien exceed the lesser of (i) the amount of such
overdraft or (ii) 10% of the Fund's gross assets (or if the overdraft is on
behalf of a series of the Fund, such series' gross assets) on the date of such
overdraft, and provided further that to the extent consistent with the
foregoing, the Bank will comply with any Proper Instructions indicating which
Portfolio securities and/or which account of the Fund (or if the overdraft is on
behalf of a series of the Fund, which Portfolio securities and/or which account
of the series) shall be subject to such lien. If such overdraft is not repaid
within a reasonable period of time, the Bank shall have the right to exercise
any rights it may have as a lien holder or secured party.
Section 15 of the Agreement is amended and restated as follows:
15. Amendments. This Agreement may not be altered or amended, except by
an instrument in writing, executed by both parties, and in the case of the Fund,
any alteration or amendment which is material will be authorized and approved by
its Board.
The Fund and the Bank also hereby agree that notwithstanding any
provision to the contrary in this Agreement, each series of the Fund (including
any future series of the Fund) is separately liable for its own expenses and
liabilities under the Agreement and that the assets of one series of the Fund
may not be set off against the obligations of another series or otherwise be
used to satisfy the obligations or indebtedness of another series of the Fund.
Executed as of the date first above written.
MASSACHUSETTS FINANCIAL
TOTAL RETURN TRUST*
Attest: /s/ ILLEGIBLE By: /s/ X. XXXXXX LONDON
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(Illegible) X. Xxxxxx London
INVESTORS BANK & TRUST COMPANY
Attest: /s/ ILLEGIBLE By: /s/ ILLEGIBLE
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(Illegible) (Illegible)
* A copy of the Declaration of Trust of the Fund is on file with the Secretary
of State of the Commonwealth of Massachusetts. You acknowledge that the
obligations of or arising out of this instrument are not binding upon any of the
Fund trustees, officers or shareholders individually, but are binding only upon
the assets and property of the Fund.
