EXHIBIT NO. 99.7(D)
EXHIBIT A
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: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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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: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
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SCHEDULE A TO AMENDMENT
As of September 30, 2004
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
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.
