EXHIBIT NO. 99(j)(2)
AMENDMENT
The Custodian Contract dated December 29, 1989 between MFS Special
Value 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
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 the 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, future
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 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 4;"
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 12 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 2.10.A 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 11th day of
September, 1991.
ATTEST: MFS SPECIAL VALUE TRUST
XXXXX X. XXXXX By XXXXXX X. LONDON
Xxxxx X. Xxxxx Xxxxxx X. London
Assistant Secretary Treasurer
ATTEST: STATE STREET BANK AND TRUST COMPANY
ILLEGIBLE SIGNATURE By ILLEGIBLE SIGNATURE
(Illegible Signature) (Illegible Signature)
Assistant Secretary Vice President
