EXHIBIT NO. 99(j)(3)
AMENDMENT
The Custodian Contract dated May 20, 1987 between MFS Government
Markets 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
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Custoodian'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 following
cases:
1) . . . .
.
.
.
15) . . . ."
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, futures
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 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 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 2.15;"
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 9 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 2.10A 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 GOVERNMENT MARKETS INCOME TRUST
ILLEGIBLE By: W. T. LONDON
(Illegible) W. T. London
Assistant Secretary Treasurer
ATTEST: STATE STREET BANK AND TRUST COMPANY
XXX XXXXXXXX By: XXXX XXXXXXX
Xxx Xxxxxxxx Xxxx Xxxxxxx
Assistant Secretary Vice President
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