EXHIBIT NO. 99(j)(4)
AMENDMENT TO
CUSTODIAN CONTRACT
Amendment to Custodian Contract between MFS Government Markets Income
Trust, a business trust organized and existing under the laws of Massachusetts,
having a principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter called the "Fund"), and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called
the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian
Contract dated May 20, 1987 (the "Custodian Contract") ;
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 125% of the face amount to the amount of the Letter
of Credit;
WHEREAS: The Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian
with respect to the Letter of
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Credit and to amend the Custodian Contract to provide for the establishment and
maintenance thereof;
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the
Custodian Contract as follows:
1. Capitalized terms used herein without definition shall have
the meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and
maintain a segregated account (the "Letter of Credit Custody
Account") for and in behalf of the Fund as contemplated by
Section 2.13(iv) for the purpose of collateralizing the
Fund's obligations under this Amendment to the Custodian
Contract.
3. The Fund shall deposit with the Custodian and the Custodian
shall hold in the Letter of Credit Custody Account cash,
U.S. government securities and other high-grade debt
securities owned by the Fund acceptable to the Custodian
(collectively "Collateral Securities") equal to 125% of the
face amount to the amount which the Company may draw under
the Letter of Credit. Upon receipt of such Collateral
Securities in the Letter of Credit Custody Account, the
Custodian shall issue the Letter of Credit to the Company.
4. The fund hereby grants to the Custodian a security interest
in the Collateral Securities from time to time in the Letter
of Credit Custody Account (the "Collateral") to secure the
performance of the Fund's obligations to the Custodian with
respect to the Letter of Credit, including, without
limitation, under Section 5-114(3) of the Uniform Commercial
Code. The Fund shall register the pledge of Collateral and
execute and deliver to the Custodian such powers and
instruments of assignment as may be requested by the
Custodian to evidence and perfect the limited interest in
the Collateral granted hereby.
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5. The Collateral Securities in the Letter of Credit Custody
Account may be substituted or exchanged (including
substitutions or exchanges which increase or decrease the
aggregate value of the Collateral) only pursuant to Proper
Instructions from the Fund after the Fund notifies the
Custodian of the contemplated substitution or exchange and
the Custodian agrees that such substitution or exchange is
acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by
the Custodian to the Company, after notice to the company,
the Custodian may withdraw from the Letter of Credit Custody
Account Collateral Securities in an amount equal in value to
the amount actually so paid. The Custodian shall have with
respect to the Collateral so withdrawn all of the rights of
a secured creditor under the Uniform Commercial Code as
adopted in the Commonwealth of Massachusetts at the time of
such withdrawal and all other rights granted or permitted to
it under law.
7. The Custodian will transfer upon receipt all income earned
on the Collateral to the Fund custody account unless the
Custodian receives Proper Instructions from the Fund to the
contrary.
8. Upon the drawing by the Company of all amounts which may
become payable to it under the Letter of Credit and the
withdrawal of all Collateral Securities with respect thereto
by the Custodian pursuant to Section 6 hereof, or upon the
termination of the Letter of Credit by the Fund with the
written consent of the Company, the Custodian shall transfer
any Collateral Securities then remaining in the Letter of
Credit Custody Account to another fund custody account.
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9. Collateral held in the Letter of Credit Custody Account
shall be released only in accordance with the provisions of
this Amendment to Custodian Contract. The Collateral shall
at all times until withdrawn pursuant to Section 6 hereof
remain the property of the Fund, subject only to the extent
of the interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian
Contract, the Custodian Contract shall remain in full force
and effect with respect to the Letter of Credit Custody
Account until transfer of all Collateral Securities pursuant
to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation
for its issuance of the Letter of Credit and for its
services in connection with the Letter of Credit Custody
Account as agreed upon from time to time between the Fund
and the Custodian.
12. The Custodian Contract as amended hereby, shall be governed
by, and construed and interpreted under, the laws of the
Commonwealth of Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as
may be required to carry out the purposes of the Custodian
Contract, as amended hereby.
14. Except as provided in this Amendment to Custody Contract,
the Custodian Contract shall remain in full force and
effect, without amendment or modification, and all
applicable provisions of the Custodian Contract, as amended
hereby, including, without
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limitation, Section 8 thereof, shall govern the Letter of
Credit Custody Account and the rights and obligations
of the Fund and the Custodian under this Amendment to
Custodian Contract. No provision of this Amendment to
Custodian Contract shall be deemed to constitute a
waiver of any rights of the Custodian under the
Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of February 29, 1988.
ATTEST:
By: X. X. XXXXX By: W. T. LONDON
X. X. Xxxxx W. T. London
Treasurer
ATTEST: STATE STREET BANK & TRUST COMPANY
By: X. X. XXXXXXXX By: ILLEGIBLE
X. X. Xxxxxxxx (illegible)
Assistant Secretary Vice President
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