EXHIBIT NO. 99(j)(1)
CUSTODIAN CONTRACT
Between
MFS MULTIMARKET 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 5
2.4 Bank Accounts 6
2.5 Investment and Availability of Federal Funds 7
2.6 Collection of Income 7
2.7 Payment of Trust Monies 8
2.8 Liability for Payment in Advance of Receipt of Securities
Purchased 9
2.9 Appointment of Agents 10
2.10 Deposit of Trust Assets in Securities System 10
2.11 Segregated Account 13
2.12 Ownership Certificates for Tax Purposes 14
2.13 Proxies 14
2.14 Communications Relating to Trust Portfolio Securities 14
2.15 Proper Instructions 15
2.16 Actions Permitted Without Express Authority 15
2.17 Evidence of Authority 16
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO THE BOOKS
OF ACCOUNT AND CALCULATION OF NET ASSET VALUE
AND NET INCOME 16
4. RECORDS 17
5. OPINION OF TRUST'S INDEPENDENT ACCOUNTANTS 17
6. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS 18
7. COMPENSATION OF CUSTODIAN 18
8. RESPONSIBILITY OF CUSTODIAN 18
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT 20
10. SUCCESSOR CUSTODIAN 21
11. INTERPRETIVE AND ADDITIONAL PROVISIONS 22
12. MASSACHUSETTS LAW TO APPLY 22
13. PRIOR CONTRACTS 22
CUSTODIAN CONTRACT
This Contract between MFS Multimarket Income Trust, a business trust
organized and existing under the laws of The Commonwealth of Massachusetts,
having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, hereinafter called the "Trust", 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",
WITNESSETH:
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 the 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 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
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omissions of any subcustodian 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;
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
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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
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;
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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 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
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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 receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of Directors
or of the Executive Committee signed by an officer of the
Trust and certified by the Secretary or an Assistant
Secretary, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be
proper corporate purposes, 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
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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 subcustodian 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 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
shall 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.
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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.
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 the 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.
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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 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;
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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 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
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the account of such bank prior to the receipt of written evidence that
the securities subject to such repurchase agreement 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 safekeeping 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:
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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
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
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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
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.
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2.11 Segregated Account. The Custodian shall upon receipt of Proper
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
signed by an officer of the Trust and certified by the Secretary or an
Assistant Secretary, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper corporate
purposes.
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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 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.
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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 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
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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 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
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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 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
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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, shall so state.
7. Compensation of Custodian. The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian, 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
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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 business day or for extraordinary or emergency purposes during
any business day, the Trust 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.
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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
have 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, 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.
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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.
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.
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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.
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 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.
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 Fund's assets.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in it name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 25th day of February, 1987.
ATTEST MFS MULTIMARKET INCOME TRUST
XXXXXX X. XXXXX By: XXXXXXX X. XXXXXX
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
ATTEST STATE STREET BANK & TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible) (Illegible)
Assistant Secretary Vice President
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