EXHIBIT NO. 99.8(b)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between STATE STREET BANK AND TRUST COMPANY (the
"Custodian") and MFS/SUN LIFE SERIES TRUST (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated May 24, 1985 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the securities and other assets
of the Fund; and
WHEREAS, the Fund desires to amend the Custodian Contract to provide for
the maintenance of its foreign securities, and cash incidental to transactions
in such securities, in the custody of The Chase Manhattan Bank N.A. ("Chase")
and the banking institutions and foreign securities depositories it employs for
such purposes;
NOW, THEREFORE, in consideration of the mutual agreements contained in
the Custodian Contract and herein, the Custodian and the Fund hereby amend the
Custodian Contract and agree to the following terms and conditions and to amend
the Custodian Contract as follows:
1. The Fund hereby authorizes and instructs the Custodian to employ
Chase as sub-custodian for the Fund's foreign securities, and
cash incidental to transactions in such securities, on the terms
and conditions set forth in the Sub-Custody Contract between the
Custodian and Chase which is attached hereto as Exhibit "A" (the
"Sub-Custody Contract").
2. The Custodian hereby agrees to enter into the Sub-Custody
Contract and to provide such services to the Fund and in
accordance with such contract as necessary for foreign custody
services to be provided pursuant thereto.
3. Notwithstanding anything to the contrary in the Custodian
Contract, the Custodian shall not be liable to the Fund for any
loss, damage, cost, expense, liability or claim arising out of or
in connection with the maintenance of custody of the Fund's
foreign securities and cash by Chase or by any other banking
institution or securities depository employed pursuant to the
terms of the Sub-Custody Contract, except that the Custodian
shall be liable for any such loss, damage, cost, expense,
liability or claim to the extent attributable to the failure of
the Custodian to exercise reasonable care in the performance of
its duties thereunder. At the election of the Fund, the Fund
shall be entitled to be subrogated to the rights of the Custodian
under the Sub-Custody Contract with respect to any claims arising
thereunder against Chase or any other banking institution or
securities depository employed by Chase if and to the extent that
the Fund has not been made whole therefor.
4. As between the Custodian and the Fund, the Fund shall be solely
responsible to assure that the maintenance of foreign securities
and cash pursuant to the terms of the Sub-Custody Contract comply
with all applicable rules, regulations, interpretations and
orders of the Securities and Exchange Commission, and the
Custodian assumes no responsibility and makes no representations
as to such compliance.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
23rd day of July, 1986.
MFS/SUN LIFE SERIES TRUST
ATTEST: By: Xxxxxx X. Xxxxx
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Secretary and Clerk
X. Xxxxxx London STATE STREET BANK AND TRUST COMPANY
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Treasurer
ATTEST: By: Illegible
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Vice President
Illegible
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Assistant Secretary
