EXHIBIT NO. 99(j)(1)
CUSTODIAN CONTRACT
Between
MFS GOVERNMENT MARKETS INCOME TRUST
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT 1
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF THE TRUST HELD BY THE CUSTODIAN 2
2.1. Holding Securities 2
2.2. Delivery of Securities 2
2.3. Registration of Securities 6
2.4. Bank Accounts 6
2.5. Investment and Availability of
Federal Funds 7
2.6. Collection of Income 8
2.7. Payment of Trust Monies 8
2.8. Liability for Payment in Advance of
Receipt of Securities Purchased 10
2.9. Appointment of Agents 11
2.10 Deposit of Trust Assets in Securities
System 11
2.11. Segregated Account 13
2.12. Ownership Certificates for Tax Purposes 15
2.13. Proxies 15
2.14. Communications Relating to Trust
Portfolio Securities 15
2.15. Proper Instructions 16
2.16 Actions Permitted Without Express Authority 16
2.17 Evidence of Authority 17
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO THE BOOKS
OF ACCOUNT AND CALCULATION OF NET ASSET VALUE
AND NET INCOME 17
4. RECORDS 18
5. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT 19
6. REPORTS TO TRUST BY INDEPENDENT PUBLIC
ACCOUNTANTS 19
7. COMPENSATION OF CUSTODIAN 19
Page
8. RESPONSIBILITY OF CUSTODIAN 20
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT 21
10. SUCCESSOR CUSTODIAN 22
11. INTERPRETIVE AND ADDITIONAL PROVISIONS 24
12. MASSACHUSETTS LAW TO APPLY 24
13. PRIOR CONTRACTS 24
CUSTODIAN CONTRACT
This Contract between MFS Government Markets Income Trust, a business
trust organized and existing under the laws of The Commonwealth of
Massachusetts, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, hereinafter called the "Trust", and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter
called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of its Declaration of Trust. The Trust agrees to
deliver to the Custodian all securities and cash owned by it, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Trust from time to time, and the cash
consideration received by it for such shares of beneficial interest ("Shares")
of the Trust as may be issued or sold from time to time. The Custodian shall not
be responsible for any property of the Trust held or received by the Trust and
not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.15), the Custodian shall from time to time employ one or more subcustodians,
but only in accordance with an applicable vote by the
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Board of Trustees of the Trust, and provided that the Custodian shall have
no more or less responsibility or liability to the Trust on account of any
actions or omissions of any sub-custodian so employed than any such
subcustodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Trust Held
By the Custodian.
2.1. 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 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 a
"Securities System".
2.2. 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 only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1. Upon sale of such securities for the account of the Trust
and receipt of payment therefor;
2. Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into
by the Trust;
3. In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.10
hereof;
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4. To the depository agent in connection with tender or
other similar offers for portfolio securities of the Trust;
5. To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6. To the issuer thereof, or its agent, for transfer into
the name of the Trust or into the name of any nominee or
nominees of the Custodian or into the name or nominee name
of any agent appointed pursuant to Section 2.9 or into the
name or nominee name of any sub-custodian appointed pursuant
to Article 1; or for exchange for a different number of
bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian;
7. Upon the sale of such securities for the account of the
Trust, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise
from the Custodian's own negligence or willful misconduct;
8. For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization or
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readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
9. In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
10. For delivery in connection with any loans of securities
made by the Trust, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Trust, which may be in the form of cash or
obligations issued by the United States government, its
agencies or instrumentalities, except that in connection
with any loans for which collateral is to be credited to the
Custodian's account in the book-entry system authorized by
the U.S. Department of the Treasury, the Custodian will not
be held liable or responsible for the delivery of securities
owned by the Trust prior to the receipt of such collateral;
11. For delivery as security in connection with any
borrowings by the Trust requiring a pledge of assets by the
Trust, but only against receipt of amounts borrowed;
12. For delivery in accordance with the provisions of any
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agreement among the Trust, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance
with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or
other arrangements in connection with transactions by the
Trust;
13. For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or
any similar organization or organizations, regarding account
deposits in connection with transactions by the Trust;
14. Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Trust, for delivery to such
Transfer Agent or to the holders of shares in connection
with distributions in kind, as may be described from time to
time in the Trust's currently effective prospectus and
statement of additional information ("prospectus"), in
satisfaction of requests by holders of Shares for repurchase
or redemption; and
15. For any other proper corporate purpose, but only upon
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receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Board of Trustees or of the
Executive Committee of the Trust's investment adviser or the
investment advisor of the Trust, respectively, signed by an
officer of the Trust and certified by the Secretary or an
Assistant Secretary, setting forth the purposes for which
such delivery is to be made, declaring such purposes to be
proper corporate purpose, and naming the person or persons
to whom delivery of such securities shall be made.
2.3. Registration of Securities. Securities held by the Custodian
(other than bearer securities) shall be registered in the name of
the Trust or in the name of any nominee of the Trust or of any
nominee of the Custodian which nominee shall be assigned
exclusively to the Trust, unless the Trust has authorized in
writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment
adviser as the Trust, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or nominee name of
any sub-custodian appointed pursuant to Article 1. All securities
accepted by the Custodian on behalf of the Trust under the terms of
this Contract shall be in "street name" or other good delivery form.
2.4. Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts (the "Trust's Account or Accounts") in the name of
the Trust, subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the
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Trust, other than cash maintained by the Trust in a bank Account
established and used in accordance with Rule 17f-3 under the Investment
Company Act of 1940. Funds held by the Custodian for the Trust may be
deposited by it to its credit as Custodian in the Banking Department of
the Custodian or in such other banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and that each such
bank or trust company and the funds to be deposited with each such bank
or trust company be approved by vote of a majority of the Board of
Trustees of the Trust. Such funds shall be deposited by the Custodian
in its capacity as Custodian and shall be withdrawable by the Custodian
only in that capacity.
2.5. Investment and Availability of Federal Funds. Upon mutual
agreement between the Trust and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions,
1. invest in such instruments as may be set forth in
such instruments as may be set forth in such
instructions on the same day as received all federal
funds received after a time agreed upon the Custodian
and the Trust; and
2. make federal funds available to the Trust as of
specified times agreed upon from time to time by the
Trust and the Custodian in the amount of checks
received in payment for Shares of the Trust which are
deposited into the Trust's Account.
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2.6. Collection of Income. The Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder to which the Trust shall be entitled
either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with
respect to bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or agent thereof
and shall credit such income, as collected, to such Trust's
custodian Account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when
they become due and shall collect interest when due on securities
held hereunder. Income due the Trust on securities loaned pursuant
to the provisions of Section 2.2 (10) shall be the responsibility
of the Trust. The Custodian will have no duty or responsibility in
connection therewith, other than to provide the Trust with such
information or data as may be necessary to assist the Trust in
arranging for the timely delivery to the Custodian of the income to
which the Trust is properly entitled.
2.7. 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, for the account of the
Trust but only (a) against the delivery of such securities
to the Custodian (or any bank, banking firm or trust
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company doing business in the United States or abroad which
is qualified under the Investment Company 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
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;
2) In connection with conversion, exchange or surrender of
securities owned by the Trust as set forth in Section 2.2
hereof;
3) For the payment of any expense or liability incurred by
the Trust, including but not limited to the following
payments for the account of the Trust: interest, taxes,
management, accounting, transfer agent and legal fees, and
operating expenses of the Trust whether or not such expenses
are to be in whole or part capitalized or treated
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as deferred expenses;
4) For the payment of any dividends declared pursuant to the
governing documents of the Trust;
5) For payment of the amount of dividends received in
respect of securities sold short;
6) For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees or of the Executive
Committee of the Trust signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be
made.
2.8. Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase of
securities for the account of the Trust is made by the Custodian in
advance of receipt of the securities purchased in the absence of
specific written instructions from the Trust to so pay in advance,
the Custodian shall be absolutely liable to the Trust for such
securities to the same extent as if the securities had been
received by the Custodian, except that in the case of repurchase
agreements entered into by the Trust with a bank which is a member
of the Federal Reserve System, the Custodian may transfer funds to
the account of such bank prior to the receipt of
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written evidence that the securities subject to such repurchase
agreements, have been transferred by book-entry into a segregated
non-proprietary account of the Custodian maintained with the Federal
Reserve Bank of Boston or of the safe-keeping receipt, provided that
such securities have in fact been so transferred by book-entry.
2.9. Appointment of Agents. The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank
or trust company which is itself qualified under the Investment
Company Act of 1940, as amended, to act as a custodian, as its
agent to carry out such of the provisions of this Article 2 as the
Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.10 Deposit of Trust Assets in Securities Systems. The Custodian may
deposit and/or maintain securities owned by the Trust in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in
accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to
the following provisions:
1. The Custodian may keep securities of the Trust in a
Securities System provided that such securities are
represented in an account ("Custodian's Account") of the
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Custodian in the Securities System which shall not include
any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2. The records of the Custodian with respect to securities
of the Trust which are maintained in a Securities System
shall identify by book-entry those securities belonging to
the Trust;
3. The Custodian shall pay for securities purchased for the
account of the Trust upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Custodian's Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Trust. The Custodian shall
transfer securities sold for the account of the Trust upon
(i) receipt of advice from the Securities System that
payment for such securities has been transferred to the
Custodian's Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and
payment for the account of the Trust. Copies of all advices
from the Securities System of transfers of securities for
the account of the Trust shall identify the Trust, be
maintained for the Trust by the Custodian and be provided to
the Trust at its request. Upon request, 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 and
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shall furnish to the Trust copies of daily transaction
sheets reflecting each day's transactions in the Securities
System for the account of the Trust.
4. The Custodian shall provide the Trust with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
5. The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 9
hereof;
6. Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the Trust
for any loss or damage to the Trust resulting from use of
the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure
of the Custodian or any such agent to enforce effectively
such rights as it may have against the Securities System; at
the election of the Trust, it shall be entitled to be
subrogated to the rights of the Custodian with respect to
any claim against the Securities System or any other person
which the Custodian may have as a consequence of any such
loss or damage if and to the extent that the Trust has not
been made whole for any such loss or damage.
2.11. Segregated Account. The Custodian shall upon receipt of Proper
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Instructions establish and maintain a segregated account or accounts
for and on behalf of the Trust, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.10 hereof, (i) in
accordance with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Trust, (ii) for purposes of segregating cash
or government securities in connection with options purchased, sold or
written by the Trust or commodity futures contracts or options thereon
purchased or sold by the Trust, (iii) for the purposes of compliance by
the Trust with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions, a certified copy
of a resolution of the Board of Trustees or of the Executive Committee
of the investment adviser of the Trust signed by an officer of the
Trust or an investment adviser of the Trust, respectively, and
certified by the Secretary or an Assistant Secretary, setting forth the
purpose
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or purposes of such segregated account and declaring such purposes to
be proper corporate purposes.
2.12. Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of the Trust held by it and in
connection with transfers of securities.
2.13. Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than
in the name of the Trust or a nominee of the Trust, all proxies,
without indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Trust such proxies, all
proxy soliciting materials and all notices relating to such
securities.
2.14. Communications Relating to Trust Portfolio Securities. The
Custodian shall transmit promptly to the Trust all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith and notices of exercise of call and put options written
by the Trust and the maturity of futures contracts purchased or
sold by the Trust) received by the Custodian from issuers of the
securities being held for the Trust. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Trust
all written information received by the Custodian from issuers of
the securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer. If the
Trust
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desires to take action with respect to any tender offer, exchange offer
or any other similar transaction, the Trust shall notify the Custodian
at least three business days prior to the date on which the Custodian
is to take such action.
2.15 Proper Instructions. Proper Instructions as used throughout this
Article 2 means a writing signed or initialled by one or more
person or persons as the Board of Trustees shall have from time to
time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved. The Trust shall cause all oral instructions
to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the
Board of Trustees of the Trust accompanied by a detailed
description of procedures approved by the Board of Trustees, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board of
Trustees and the Custodian are satisfied that such procedures
afford adequate safeguards for the Trust's assets.
2.16. Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Trust:
1. make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
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duties under this Contract, provided that all such payments
shall be accounted for to the Trust;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Trust, checks,
drafts and other negotiable instruments; and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Trust except as otherwise directed by the Board of
Trustees of the Trust.
2.17. Evidence of Authority. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
properly executed by or on behalf of the Trust. The Custodian may
receive and accept a certified copy of a vote of the Board of Trustees
of the Trust as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of
any action by the Board of Trustees pursuant to the Declaration of
Trust as described in such vote, and such vote may be considered as in
full force and effect until receipt by the Custodian of written notice
to the contrary.
3. Duties of the Custodian with Respect to the Books
of Account and Calculation of Net Asset Value and Net Income. The
Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees of the Trust to
keep the
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books of account of the Trust and/or compute the net asset value per
share of the outstanding shares of the Trust or, if directed in writing
to do so by the Trust, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the Custodian
shall also calculate weekly the net income of the Trust as described in
the Trust's currently effective prospectus and shall advise the Trust
and the Transfer Agent weekly of the total amounts of such net income
and, if instructed in writing by an officer of the Trust to do so,
shall advise the Transfer Agent periodically of the division of such
net income among its various components. The calculations of the net
asset value per share and the daily income of the Trust shall be made
at the time or times described from time to time in the Trust's
currently effective prospectus.
4. Records. The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Trust under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Trust. All such records shall be
the property of the Trust and shall at all times during the regular business
hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of the Trust and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Trust's request, supply the
Trust with a
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tabulation of securities owned by the Trust and held by the Custodian and shall,
when requested to do so by the Trust and for such compensation as shall be
agreed upon between the Trust and the Custodian, include certificate numbers in
such tabulations.
5. Opinion of Trust's Independent Accountant. The Custodian shall take all
reasonable action, as the Trust may from time to time request, to obtain from
year to year favorable opinions from the Trust's independent accountants with
respect to its activities hereunder in connection with the preparation of the
Trust's Form N-1A, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
6. Reports to Trust by Independent Public Accountants. The Custodian shall
provide the Trust, at such times as the Trust may reasonably require, with
reports by independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding securities, futures contracts
and options on futures contracts, including securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Contract; such reports, shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Trust, to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.
7. Compensation of Custodian. The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian,
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as agreed upon from time to time between the Trust and the Custodian.
8. Responsibility of Custodian. So long as and to the extent that it is in the
exercise of reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall be held
harmless in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract and shall be
indemnified by the Trust for any action taken or omitted by it in the proper
execution of instructions from the Trust. It shall be entitled to rely on and
may act upon advice of counsel for the Trust on all matters and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Trust agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) incurred or assessed against it or its
nominee in connection with the performance of this Contract, except such as may
arise from it or its nominee's own negligent action, negligent failure to act or
willful misconduct. The Custodian is authorized to charge any account of the
Trust for such items and its fees. To secure any such authorized charges and any
advances of cash or securities made by the Custodian to or for the benefit of
the Trust for any purpose which results in the Trust incurring an overdraft at
the end of any
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business day or for extraordinary or emergency purposes during any business day,
the Trust on behalf of the Portfolio hereby grants to the Custodian a security
interest in and pledges to the Custodian securities held for it by the
Custodian, in an amount not to exceed 5 percent of the Trust's gross assets, the
specific securities to be designated in writing from time to time by the Trust
or its investment adviser (the "Pledged Securities"). Should the Trust fail to
repay promptly any advances of cash or securities, the Custodian shall be
entitled to use available cash and to dispose of the Pledged Securities as is
necessary to repay any such advances.
9. 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 have 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; provided further,
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however, (a) that the Trust shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Declaration of Trust, and (b) 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 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. 10.
Successor Custodian. If a successor custodian shall be appointed by the Board of
Trustees of the Trust, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed and in the
form for transfer, all securities then held by it hereunder and shall transfer
to an account of the successor custodian all of the Trust's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Trust, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
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In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian and all instruments
held by the Custodian relative thereto and all other property held by it under
this Contract and to transfer to an account of such successor custodian all of
the Trust's securities held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
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11. Interpretive and Additional Provisions. In connection with the operation of
this Contract, the Custodian and the Trust may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of Trust of the Trust. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
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12. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
13. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Trust and the Custodian relating to the custody of
the Trust's assets.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 20th day of May, 1987.
ATTEST MFS GOVERNMENT MARKETS INCOME TRUST
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ATTEST STATE STREET BANK AND TRUST COMPANY
▇. ▇▇▇▇▇▇▇ By: ILLEGIBLE
▇. ▇▇▇▇▇▇▇ (Illegible)
Assistant Secretary Vice President
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