EXHIBIT 99.8(c)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made as of this 1st day of October, 1989 by and between State
Street Bank and Trust Company (the "Custodian") and Massachusetts Capital
Development Fund (the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian Contract
dated April 25, 1988 (the "Custodian Contract) which governs the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Trust;
WHEREAS, the Custodian may delegate to Massachusetts Financial Services
Company ("MFS") the performance of certain duties the Custodian would otherwise
be obligated to perform pursuant to the Custodian Agreement;
WHEREAS, the Trust agrees to any such delegation of certain Custodian
duties;
NOW THEREFORE, the Custodian and the Trust hereby amend the terms of the
Custodian Contract and mutually agree to the following:
1) Add new Section 18 which shall read as follows:
18 Delegation of Certain Custodian Duties to MFS.
The Custodian may delegate to MFS the performance of any or all of its
duties hereunder relating to (i) accounting for investments in currency and for
financial instruments (including, without limitation, options, contracts,
futures contracts, options on futures contracts, options on foreign currency and
forward foreign currency exchange contracts) and (ii) federal and state
regulatory compliance. The Custodian shall compensate MFS for the performance of
such duties at such fee or fees as MFS shall determine to be equal to MFS's cost
for performing such duties (the "MFS Fees"). Following its payment of the MFS
Fees to MFS, the Custodian shall recover the amount of the MFS Fees and from the
Trust on such terms as the Custodian and the Trust shall agree. MFS assumes
responsibility for all duties delegated to it by the Custodian pursuant to this
Section 18, and the Custodian may rely on MFS for the accuracy and correctness
of the accounting information provided by MFS to the Custodian pursuant to this
Section 18.
IN WITNESS WHEREOF, each of the parties hereto have caused this instrument
to be executed in its name and on its behalf by a duly authorized representative
as of the aforementioned day and year.
ATTEST MASSACHUSETTS CAPITAL
DEVELOPMENT FUND
XXXXX X. XXXXX By: A. XXXXX XXXXXXX
Xxxxx X. Xxxxx A. Xxxxx Xxxxxxx
ATTEST STATE STREET BANK &
TRUST COMPANY
XXXX XXXXXX (?ILLEGIBLE) By: XXXXXXX X. XXXXXXXXX
Xxxx Xxxxxx (?illegible) Xxxxxxx X. Xxxxxxxxx
Assistant Secretary Vice President
