EXHIBIT NO. 99.7(f)
FORM OF
AMENDMENT NO. 3 TO CUSTODIAN AGREEMENT
This Amendment No. 3 ("Amendment") to the Custodian Agreement is made
as of September 30, 2004 by and among each of the business trusts listed on
Schedule A hereto (each, a "Trust"), State Street Bank and Trust Company (the
"Custodian") and MFS Service Center, Inc., a Delaware corporation (the
"Transfer Agent"). Capitalized terms used in this Amendment without definition
shall have the respective meanings given to such terms in the Custodian
Agreement referred to below.
WHEREAS, each Trust and the Custodian entered into a Custodian
Agreement dated as of July 2, 2001 (as amended and in effect from time to time,
the "Agreement"); and
WHEREAS, certain Portfolios of the Trusts (the "Master/Fund of Fund
Portfolios") will primarily invest in shares of one or more other Portfolios
listed on Exhibit A of the Agreement, pursuant to applicable exemptions from
the provisions of Section 12(d) of the 1940 Act;
WHEREAS, the Master/Fund of Fund Portfolios desire to use the Transfer
Agent as the functional equivalent of a securities depositary for their
investments in such other Portfolios, and to have their interest in those other
Portfolios' shares recorded by book entry on the Transfer Agent's records;
WHEREAS, the staff of the SEC, through a series of no-action letters,
has established conditions under which the Master/Fund of Fund Portfolios'
interest in those other Portfolios' shares may be maintained on the Transfer
Agent's books, as set forth in Addendum 1 hereto; and
WHEREAS, the parties hereto desire to amend the Agreement to
accommodate these arrangements and any similar arrangements entered into in the
future by the Portfolios;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants agreements hereinafter contained, the parties hereby agree to amend
the Agreement, pursuant to the terms thereof, as follows:
1. Section 2. Employment of Custodian and Property to be Held by It.
Section 2 of the Agreement is hereby amended by adding the following
sentence to the end of the first paragraph:
"With respect to uncertificated shares (the "Underlying Shares") of
registered investment companies, the maintenance of Custodian records
that identify the Underlying Shares as being recorded in the
Custodian's name on behalf of the Portfolios will be deemed custody
for purposes hereof."
2. Section 3. Duties of the Custodian with Respect to Property of the
Trusts held by the Custodian in the United States.
Section 3 of the Agreement is hereby amended by adding the following
provision:
"Section 3.9A Deposit of Fund Assets with the Transfer Agent.
Underlying Shares of another Portfolio ("Underlying Portfolio Shares")
may be deposited and/or maintained in an account or accounts
maintained with the Transfer Agent. The Transfer Agent shall be deemed
to be acting as if it is a "securities depository" for purposes of
Rule 17f-4 under the 1940 Act. The Trust hereby directs the Custodian
to deposit and/or maintain such securities with the Transfer Agent,
subject to the following provisions:
1) The Custodian shall keep Underlying Portfolio Shares owned by a
Portfolio with the Transfer Agent provided that such securities are
maintained in a separate account or accounts on the books and
records of the Transfer Agent in the name of the Custodian as
custodian for the Portfolio.
2) The records of the Custodian with respect to the Underlying
Portfolio Shares which are maintained with the Transfer Agent shall
identify by book-entry those Underlying Portfolio Shares belonging
to a Portfolio.
3) The Custodian shall pay for Underlying Portfolio Shares purchased
for the account of a Portfolio upon (i) a determination by the
Custodian that such Underlying Portfolio Shares have been purchased
and will be transferred to the account of the Custodian, on behalf
of the Portfolio, on the books and records of the Transfer Agent,
and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Portfolio.
The Trust acknowledges that the Custodian will only pay for
Underlying Portfolio Shares under this Section on the basis of
standing or periodic Proper Instructions. The Custodian shall
receive confirmation from the Transfer Agent of the purchase of
such securities and the transfer of such securities to the
Custodian's account with the Transfer Agent only after such payment
is made. The Custodian shall transfer Underlying Portfolio Shares
redeemed for the account of a Portfolio (i) upon a determination by
the Custodian that such securities have been redeemed and that
payment for such securities will be transferred to the Custodian,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Portfolio.
The Custodian will receive confirmation from the Transfer Agent of
the redemption of such securities and payment therefore only after
such securities are redeemed. Copies of all trade summary sheets
from the Custodian reflecting purchases and sales of Underlying
Portfolio Shares for the account of a Portfolio shall identify the
Portfolio, be maintained for the Portfolio by the Custodian, and
shall be provided upon request to the Trust on behalf of the
Portfolio, together with any daily or other periodic transaction
sheets reflecting each day's transactions for a Portfolio as
reflected on the books and records of the Transfer Agent. The
Custodian shall deliver to the Trust such reports on its system of
internal accounting controls as the Trust may from time to time
request.
4) The Custodian shall not be liable to the Trust or any Portfolio for
any loss or damage to the Trust or any Portfolio resulting from
maintenance of Underlying Portfolio Shares with the Transfer Agent
except for losses resulting directly from the negligence,
misfeasance or misconduct of the Custodian or any of its agents or
of any of its or their employees.
5) The Trust, on behalf of the Portfolio, the Transfer Agent and the
Custodian shall comply with the applicable conditions set forth in
Addendum 1 hereto, so long as those conditions are required to be
complied with by the SEC or the staff of the SEC."
3. Continuing Agreement.
Except as expressly amended by the Amendment No. 2 to Custodian
Agreement, the provisions of the Agreement shall remain in full force and
effect.
4. Addition of Portfolios to Schedule A
Schedule A of this Amendment listing the Master/Fund of Fund
Portfolios may be amended from time to time in the manner provided in section
15(a) of the Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 3 to Custodian Agreement to be executed in its name and behalf by
its duly authorized representative(s) as of the date first written above.
EACH OF THE ENTITIES SET FORTH ON
SCHEDULE A TO THE AMENDMENT
By:
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Name: Xxxxx X. Xxxxxxxxx, Xx.
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Title: Assistant Secretary and
Assistant Clerk
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STATE STREET BANK AND TRUST COMPANY
By:
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Name:
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Title:
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MFS SERVICE CENTER, INC.
By:
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Name: Xxxxxxx Xxxxx-Xxxx
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Title: President
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SCHEDULE A TO AMENDMENT
AS OF APRIL 26, 2005
MFS Series Trust X, on behalf of its series:
MFS Aggressive Growth Allocation Fund
MFS Conservative Allocation Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS Moderate Allocation Fund
MFS Bond Diversification Fund
ADDENDUM 1
CONDITIONS REQUIRED BY STAFF OF SEC
PORTFOLIO CONDITIONS
1. The Portfolio must maintain a system that is reasonably designed to prevent
unauthorized officers' instructions and which will provide, at least, for
the form, content, and means of giving, recording and reviewing the
instructions.
2. The Board of Trustees overseeing the Portfolio must approve the arrangement
with the Transfer Agent and review it as appropriate.
3. The number of persons authorized to transmit instructions by or on behalf
of the Portfolio to the Transfer Agent must be limited (e.g., to 5).
4. Persons transmitting instructions by or on behalf of the Portfolio to the
Transfer Agent must use passwords to insure that they are properly
authorized.
5. Internal accounting controls by or on behalf of the Portfolio must be
employed that subject all transaction sheets reflecting purchase,
redemption or exchange activity by the Portfolio and maintained by the
Transfer Agent to daily proof against the Portfolio's transaction
authorizations.
6. The Portfolio's independent accountants must perform at least three
verifications of the Portfolio's investments, at least two of which must be
performed without prior notice to the Portfolio.
TRANSFER AGENT CONDITIONS
7. The Transfer Agent must transmit daily transaction sheets reflecting
purchase, redemption or exchange activity by the Portfolio to someone at
the Portfolio or someone acting on the Portfolio's behalf who is not the
same person who transmitted the instruction to the Transfer Agent.
8. The Transfer Agent must maintain segregated accounts representing any
assets held for the Custodian.
CUSTODIAN CONDITIONS
9. The Custodian must maintain the Portfolio's securities (i.e., investment in
Underlying Shares) directly with the Transfer Agent in a separate account
in its name.
10. The Custodian must send to the Portfolio or someone acting on behalf of the
Portfolio copies of all transaction sheets reflecting purchase, redemption
or exchange activity by the Portfolio received from the Transfer Agent of
any transfer to or from the account of the Portfolio.
11. The Custodian must send to the Portfolio or someone acting on behalf of the
Portfolio reports regarding the Custodian's system of internal accounting
control as the Portfolio or someone acting on behalf of the Portfolio may
reasonably request from time to time.
