EXHIBIT NO. 99(j)(3)
AMENDMENT
The Custodian Contract dated January 28, 1988 between MFS Intermediate
Income 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 the 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 9th day of October,
1991.
ATTEST: MFS INTERMEDIATE INCOME TRUST
ILLEGIBLE SIGNATURE By X. XXXXXX LONDON
(Illegible Signature) Treasurer
Assistant Secretary
ATTEST: STATE STREET BANK AND TRUST COMPANY
ILLEGIBLE SIGNATURE By ILLEGIBLE SIGNATURE
(Illegible Signature) (Illegible Signature)
Assistant Secretary Vice President
