MFS GOVERNMENT SECURITIES FUND
485BPOS, 1995-10-18
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    As filed with the Securities and Exchange Commission on October 13, 1995
                                                   1933 Act File No.  2-74959
                                                   1940 Act File No. 811-3327
    
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              -------------------
                                   FORM N-1A
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
   
                        POST-EFFECTIVE AMENDMENT NO. 17
                                      AND
                             REGISTRATION STATEMENT
                                     UNDER
                       THE INVESTMENT COMPANY ACT OF 1940
                                AMENDMENT NO. 18
    
                         MFS GOVERNMENT SECURITIES FUND
               (Exact name of Registrant as specified in Charter)

               500 Boylston, Street, Boston, Massachusetts 02116
                    (Address of principal executive offices)

        Registrant's Telephone Number, Including Area Code: 617-954-5000
          Stephen E. Cavan, Massachusetts Financial Services Company,
                500 Boylston Street, Boston, Massachusetts 02116
                    (Name and Address of Agent for Service)

                 Approximate Date of Proposed Public Offering:
 It is proposed that this filing will become effective (check appropriate box)
   
|X| immediately upon filing pursuant to paragraph (b)
|_| on [DATE] pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [DATE] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [DATE] pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment

Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its Shares of Beneficial Interest (without par value), under the Securities Act
of 1933.  The  Registrant filed a Rule 24f-2 Notice with respect to its fiscal
year ended February 28, 1995 on April 28, 1995.
    
<PAGE>
                                     PART C


Item 24. Financial Statements and Exhibits
   
         (a) Financial Statements Included in Part A:
               For the period from July 25, 1984, (commencement of investment
               operations) to March 31, 1993, the eleven months ended
               February 28, 1994, and the year ended February 28, 1995:
                 Financial Highlights*
    
             Financial Statements Included in Part B:
               At February 28, 1995:
                 Portfolio of Investments*
                 Statement of Assets and Liabilities*

               For the year ended February 28, 1995:
                 Statement of Operations*

               For the year ended March 31, 1993, the eleven month period ended
               February 28, 1994, and the year ended February 28, 1995:
                 Statement of Changes in Net Assets*
   
- -------------------------------
* Incorporated herein by reference to the Fund's Annual Report to shareholders
  dated February 28, 1995 which was filed with the SEC via EDGAR on May 2, 1995.

         (b) Exhibits:

             1     Amended and Restated Declaration of Trust, dated March
                   20, 1995.  (3)

             2     Amended and Restated By-Laws, dated December 21, 1994.  (3)

             3     Not Applicable.

             4     Form of Share Certificate for Class A and B shares.  (4)

             5 (a) Investment Advisory Agreement dated July 18, 1984 by and
                   between the Registrant and Massachusetts Financial
                   Services Company; filed herewith.

               (b) Amendment to the Investment Advisory Agreement, dated
                   February 1, 1994; filed herewith.
    
<PAGE>
   
             6 (a) Distribution Agreement, dated January 1, 1995.  (3)

               (b) Dealer Agreement between MFS Fund Distributors Inc. and a
                   dealer, dated December 28, 1994, and the Mutual Fund
                   Agreement between MFD and a bank or NASD affiliate, dated
                   December 28, 1994. (2)

             7     Retirement Plan for Non-Interested Person Trustees, dated
                   April 1, 1991; filed herewith.

             8 (a) Custodian Contract between Registrant and State Street Bank
                   & Trust Company, dated May 24, 1988; filed herewith.

               (b) Amendment to Custodian Contract, dated May 24, 1988;
                   filed herewith.

               (c) Amendment to Custodian Contract, dated October 1, 1989;
                   filed herewith.

               (d) Amendment to Custodian Contract, dated September 17, 1991;
                   filed herewith.

             9 (a) Shareholder Servicing Agreement between Registrant and
                   Massachusetts Financial Service Center, dated August 1,
                   1985; filed herewith.

               (b) Amendment to Shareholder Servicing Agent Agreement, dated
                   August 30, 1993; filed herewith.

               (c) Dividend Disbursing Agency Agreement, dated February 1,
                   1986. (4)

               (d) Exchange Privilege Agreement, dated September 1, 1993.  (4)

               (e) Loan Agreement by and among The Banks Named Therein, The MFS
                   Funds Named Therein, and The First National Bank of Boston
                   as Agent, dated February 21, 1995.  (1)

            10     Opinion and Consent of Counsel for the fiscal year ended
                   February 28, 1995, filed with the Rule 24f-2 Notice on
                   April 28, 1995.  (3)

            11     Consent of Deloitte & Touche.  (3)
    
<PAGE>
   
            12     Not Applicable.

            13     Not Applicable.

            14 (a) Forms for Individual Retirement Account Disclosure Statement
                   as currently in effect.  (5)

               (b) Forms for MFS 403(b) Custodial Account Agreement as
                   currently in effect.  (5)

               (c) Forms for MFS Prototype Paired Defined Contribution Plans
                   and Trust Agreement as currently in effect.  (5)

            15 (a) Amended and Restated Distribution Plan for Class A Shares,
                   dated December 21, 1994.  (3)

               (b) Amended and Restated Distribution Plan for Class B Shares,
                   dated December 21, 1994.  (3)

            16 (a) Schedule for Computation of Performance Quotations - Average
                   Annual Total Rate of Return, Aggregate Total Rate of Return
                   and Standardized Yield.  (2)

            17     Financial Data Schedules for each class of the Fund.  (3)

            18     Not Applicable.

                   Power of Attorney dated September 21, 1994.  (3)

- -----------------------------
(1)  Incorporated by reference to Amendment No. 8 on Form N-2 for MFS
     Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
     on February 28, 1995.
(2)  Incorporated by reference to MFS Municipal Series Trust (File Nos.
     2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
     via EDGAR on February 22, 1995.
(3)  Incorporated by reference to Registrant's Post-Effective Amendment No. 16
     filed with the SEC via EDGAR on June 28, 1995.
(4)  Incorporated by reference to MFS Municipal Series Trust (File Nos.
     2-92915 and 811-4096) Post-Effective Amendment No. 28 filed with the SEC
     via EDGAR on July 28, 1995.
(5)  Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
     811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR on
     August 28, 1995.
    
Item 25. Persons Controlled by or under Common Control with Registrant

         Not applicable.
<PAGE>
Item 26. Number of Holders of Securities

              (1)                                           (2)
         Title of Class                           Number of Record Holders
   
         Class A Shares of Beneficial Interest            18,175
                 (without par value)              (as of August 31, 1995)

         Class B Shares of Beneficial Interest             6,552
                 (without par value)              (as of August 31, 1995)

Item 27. Indemnification

         Reference is hereby made to (a) Article V of  Registrant's  Declaration
of Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 16, filed with the SEC on June 28, 1995 and (b) Section 9 of the Shareholder
Servicing Agent Agreement, filed herewith.

         The Trustees and officers of the  Registrant  and the  personnel of the
Registrant's  investment  adviser  are  insured  under an errors  and  omissions
liability  insurance  policy.  The  Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment  Company Act
of 1940, as amended.

Item 28. Business and Other Connections of Investment Adviser

         MFS  serves as  investment  adviser  to the  following  open-end  Funds
comprising the MFS Family of Funds: Massachusetts Investors Trust, Massachusetts
Investors  Growth Stock Fund,  MFS Growth  Opportunities  Fund,  MFS  Government
Securities Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which
has three series:  MFS Managed Sectors Fund, MFS Cash Reserve Fund and MFS World
Asset Allocation Fund), MFS Series Trust II (which has four series: MFS Emerging
Growth Fund, MFS Capital Growth Fund, MFS Intermediate  Income Fund and MFS Gold
& Natural Resources Fund), MFS Series Trust III (which has two series:  MFS High
Income Fund and MFS Municipal High Income Fund),  MFS Series Trust IV (which has
four series:  MFS Money  Market  Fund,  MFS  Government  Money Market Fund,  MFS
Municipal Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series:
MFS Total  Return Fund and MFS  Research  Fund),  MFS Series Trust VI (which has
three  series:  MFS World Total Return Fund,  MFS  Utilities  Fund and MFS World
Equity Fund), MFS Series Trust VII (which has two series:  MFS World Governments
Fund and MFS Value  Fund),  MFS Series  Trust VIII  (which has two  series:  MFS
Strategic Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has
three series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity  Fund),  MFS Series  Trust X (which  has four  series:  MFS  Government
Mortgage Fund,  MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign
and   Colonial   International   Growth  Fund  and   MFS/Foreign   and  Colonial
International  Growth & Income Fund),  and MFS Municipal Series Trust (which has
19 series:  MFS Alabama  Municipal Bond Fund, MFS Arkansas  Municipal Bond Fund,
MFS
    
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California  Municipal  Bond Fund,  MFS  Florida  Municipal  Bond Fund,  MFS
Georgia  Municipal  Bond Fund,  MFS Louisiana  Municipal Bond Fund, MFS Maryland
Municipal Bond Fund,  MFS  Massachusetts  Municipal  Bond Fund, MFS  Mississippi
Municipal  Bond  Fund,  MFS New York  Municipal  Bond Fund,  MFS North  Carolina
Municipal  Bond Fund, MFS  Pennsylvania  Municipal Bond Fund, MFS South Carolina
Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS Texas Municipal Bond
Fund, MFS Virginia Municipal Bond Fund, MFS Washington  Municipal Bond Fund, MFS
West  Virginia  Municipal  Bond Fund and MFS  Municipal  Income  Fund) (the "MFS
Funds").  The principal business address of each of the aforementioned  Funds is
500 Boylston Street, Boston, Massachusetts 02116.

         MFS  also  serves  as  investment  adviser  of the  following  no-load,
open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven series),  MFS
Variable  Insurance  Trust  ("MVI")  (which  has  twelve  series)  and MFS Union
Standard Trust ("UST") (which has two series). The principal business address of
each of the aforementioned Funds is 500 Boylston Street,  Boston,  Massachusetts
02116.

         In  addition,  MFS  serves  as  investment  adviser  to  the  following
closed-end Funds: MFS Municipal Income Trust, MFS Multimarket  Income Trust, MFS
Government  Markets Income Trust,  MFS  Intermediate  Income Trust,  MFS Charter
Income  Trust and MFS Special  Value  Trust (the "MFS  Closed-End  Funds").  The
principal business address of each of the  aforementioned  Funds is 500 Boylston
Street, Boston, Massachusetts 02116.

         Lastly,  MFS serves as investment  adviser to MFS/Sun Life Series Trust
("MFS/SL"),  Sun Growth Variable  Annuity Funds,  Inc.  ("SGVAF"),  Money Market
Variable Account,  High Yield Variable Account,  Capital  Appreciation  Variable
Account,  Government  Securities  Variable Account,  World Governments  Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal  business  address of each is One Sun Life Executive  Park,  Wellesley
Hills, Massachusetts 02181.

         MFS International  Ltd. ("MIL"),  a limited liability company organized
under  the laws of the  Republic  of  Ireland  and a  subsidiary  of MFS,  whose
principal  business  address is 41-45 St.  Stephen's  Green,  Dublin 2, Ireland,
serves as  investment  adviser to and  distributor  for MFS  International  Fund
(which has four  portfolios:  MFS  International  Funds-U.S.  Equity  Fund,  MFS
International    Funds-U.S.    Emerging    Growth   Fund,   MFS    International
Funds-International  Government Fund and MFS International  Funds-Charter Income
Fund) (the "MIL Funds").  The MIL Funds are organized in Luxembourg  and qualify
as an undertaking for collective investments in transferable securities (UCITS).
The principal  business address of the MIL Funds is 47, Boulevard Royal,  L-2449
Luxembourg.

         MIL also  serves  as  investment  adviser  to and  distributor  for MFS
Meridian  U.S.  Government  Bond Fund,  MFS Meridian  Charter  Income Fund,  MFS
Meridian  Global  Government  Fund, MFS Meridian U.S.  Emerging Growth Fund, MFS
Meridian  Global Equity Fund, MFS Meridian  Limited  Maturity Fund, MFS Meridian
World Growth  Fund,  MFS Meridian  Money Market Fund,  MFS Meridian  World Total
Return Fund and MFS Meridian U.S.  Equity Fund  (collectively  the "MFS Meridian
Funds").  Each of the MFS Meridian Funds is
    
<PAGE>
   
organized as an exempt  company under the laws of the Cayman  Islands.  The
principal  business  address of each of the MFS Meridian  Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.

         MFS  International  (U.K.) Ltd.  ("MIL-UK"),  a private limited company
registered  with the  Registrar of Companies for England and Wales whose current
address is 4 John  Carpenter  Street,  London,  England  ED4Y 0NH,  is  involved
primarily  in  marketing  and  investment  research  activities  with respect to
private clients and the MIL Funds and the MFS Meridian Funds.

         MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.

         Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary
of MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).

         MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT, MVI and UST.

         MFS Asset Management, Inc. ("AMI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.

         MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.

         MFS

         The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold
D. Scott, John R. Gardner and John D. McNeil.  Mr. Brodkin is the Chairman,
Mr. Shames is the President, Mr. Scott is a Senior Executive Vice President
and Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, James E. Russell is a Senior
Vice President and the Treasurer, Stephen E. Cavan is a Senior Vice President,
General Counsel and an Assistant Secretary, Joseph W. Dello Russo is a Senior
Vice President and Chief Financial Officer, Robert T. Burns is a Vice
President and an Assistant Secretary of MFS, and Mary Kay Doherty is a Vice
President and Assistant Treasurer.
    
<PAGE>
   
         Massachusetts Investors Trust
         Massachusetts Investors Growth Stock Fund
         MFS Growth Opportunities Fund
         MFS Government Securities Fund
         MFS Series Trust I
         MFS Series Trust V
         MFS Series Trust VI
         MFS Series Trust X
         MFS Government Limited Maturity Fund

         A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice
President and Associate General Counsel of MFS, is the Assistant Secretary.

         MFS Series Trust II

         A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg,
Senior Vice President of MFS, is a Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer, and James R. Bordewick, Jr., is the Assistant Secretary.

         MFS Government Markets Income Trust
         MFS Intermediate Income Trust

         A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, and James
R. Bordewick, Jr., is the Assistant Secretary.

         MFS Series Trust III

         A. Keith Brodkin is the Chairman and President, James T. Swanson,
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, and James R.
Bordewick, Jr., is the Assistant Secretary.

         MFS Series Trust IV
         MFS Series Trust IX

         A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the
    
<PAGE>
   
Secretary,  W.  Thomas  London  is the  Treasurer,  James  O.  Yost  is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

         MFS Series Trust VII

         A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.

         MFS Series Trust VIII

         A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

         MFS Municipal Series Trust

         A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter
and David R. King, Vice Presidents of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.

         MFS Variable Insurance Trust
         MFS Union Standard Trust
         MFS Institutional Trust

         A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

         MFS Municipal Income Trust

         A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
    
<PAGE>
   
         MFS Multimarket Income Trust
         MFS Charter Income Trust

         A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is
the Assistant Secretary.

         MFS Special Value Trust

         A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

         SGVAF

         W. Thomas London is the Treasurer.

         MIL

         A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President
and the Clerk, James R. Bordewick, Jr. is a Director, Vice President and an
Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo
is the Treasurer and James E. Russell is the Assistant Treasurer.

         MIL-UK

         A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott,
Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, Ziad Malek is the President, Joseph W.
Dello Russo is the Treasurer, and Robert T. Burns is the Assistant Secretary.

         MIL Fund

         A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle and Richard W. S. Baker are Directors, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary, and Ziad Malek is a Senior Vice President.
    
<PAGE>
   
         MFS Meridian Fund

         A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott and Jeffrey
L. Shames are Directors, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James R. Bordewick, Jr., is the Assistant Secretary, James
O. Yost is the Assistant Treasurer, and Ziad Malek is a Senior Vice President.

         MFD

         A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, William W. Scott, Jr., an Executive Vice
President of MFS, is the President, Stephen E. Cavan is the Secretary, Robert
T. Burns is the Assistant Secretary, Joseph W. Dello Russo is the Treasurer,
and James E. Russell is the Assistant Treasurer.

         CIAI

         A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery
is the Vice President, Joseph W. Dello Russo is the Treasurer, James E.
Russell is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and
Robert T. Burns is the Assistant Secretary.

         MFSC

         A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive
Vice President, Joseph W. Dello Russo is the Treasurer, James E. Russell is
the Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T.
Burns is the Assistant Secretary.

         AMI

         A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, Carol A. Corley, John A. Gee and Brianne Grady are
Senior Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, James E. Russell is the Assistant Treasurer and Robert T. Burns is
the Secretary.

         RSI

         William W. Scott, Jr., Joseph A. Recomendes and Bruce C. Avery are
Directors, Arnold D. Scott is the Chairman and a Director, Douglas C. Grip, a
Senior Vice President of MFS, is the President, Joseph W. Dello Russo is the
Treasurer, James E. Russell is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary and Sharon A.
Brovelli is a Senior Vice President.
    
<PAGE>
   
         In addition, the following persons,  Directors or officers of MFS, have
the affiliations indicated:

         A. Keith Brodkin               Director, Sun Life Assurance Company of
                                        Canada (U.S.), One Sun Life Executive
                                        Park, Wellesley Hills, Massachusetts
                                        Director, Sun Life Insurance and Annuity
                                        Company of New York, 67 Broad Street,
                                        New York, New York

         John R. Gardner                President and a Director, Sun Life
                                        Assurance Company of Canada, Sun Life
                                        Centre, 150 King Street West, Toronto,
                                        Ontario, Canada (Mr. Gardner is also an
                                        officer and/or Director of various
                                        subsidiaries and affiliates of Sun Life)

         John D. McNeil                 Chairman, Sun Life Assurance Company of
                                        Canada, Sun Life Centre, 150 King Street
                                        West, Toronto, Ontario, Canada
                                        (Mr. McNeil is also an officer and/or
                                        Director of various subsidiaries and
                                        affiliates of Sun Life)

         Joseph W. Dello Russo          Director of Mutual Fund Operations, The
                                        Boston Company, Exchange Place, Boston,
                                        Massachusetts (until August, 1994)
    
Item 29. Distributors

         (a) Reference is hereby made to Item 28 above.

         (b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.

         (c) Not applicable.

Item 30. Location of Accounts and Records

         The accounts and records of the Registrant are located, in whole or in
part, at the
<PAGE>
office of the Registrant and the following locations:

                    NAME                             ADDRESS

         Massachusetts Financial Services        500 Boylston Street
           Company (investment adviser)          Boston, MA 02116

         MFS Fund Distributors, Inc.             500 Boylston Street
           (principal underwriter)               Boston, MA 02116

         State Street Bank and                   State Street South
           Trust Company (custodian)             5 - West
                                                 North Quincy, MA 02171

         MFS Service Center, Inc.                500 Boylston Street
           (transfer agent)                      Boston, MA 02116

Item 31. Management Services

         Not applicable.

Item 32. Undertakings

         (a) Not applicable.

         (b) Not applicable.

         (c) Registrant undertakes to furnish each person to whom a prospectus
is  delivered  with a copy of its latest Annual Report to shareholders upon
request and without charge.
   
         (d) Insofar  as  indemnification   for  liability  arising  under  the
Securities  Act of 1933 may be permitted to trustees,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  set forth in Item 27 of
this Part C, or otherwise,  the  Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Securities being Registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
    
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933 and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for  effectiveness of this Registration  Statement  pursuant to
Rule  485(b)  under  the  Securities  Act of  1933  and  has  duly  caused  this
Post-Effective  Amendment  to the  Registration  Statement  to be  signed on its
behalf by the undersigned,  thereto duly  authorized,  in the City of Boston and
The Commonwealth of Massachusetts on the 29th day of September, 1995.

                                       MFS GOVERNMENT SECURITIES FUND


                                       By:     JAMES R. BORDEWICK, JR.
                                       Name:   James R. Bordewick, Jr.
                                       Title:  Assistant Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on September 29, 1995.

      SIGNATURE                                       TITLE


A. KEITH BRODKIN*                      Chairman, President (Principal Executive
A. Keith Brodkin                         Officer) and Trustee


W. THOMAS LONDON*                      Treasurer (Principal Financial Officer
W. Thomas London                         and Principal Accounting Officer)


RICHARD B. BAILEY*                     Trustee
Richard B. Bailey


PETER G. HARWOOD*                      Trustee
Peter G. Harwood


J. ATWOOD IVES*                        Trustee
J. Atwood Ives
<PAGE>
LAWRENCE T. PERERA*                    Trustee
Lawrence T. Perera


WILLIAM J. POORVU*                     Trustee
William J. Poorvu


CHARLES W. SCHMIDT*                    Trustee
Charles W. Schmidt


ARNOLD D. SCOTT*                       Trustee
Arnold D. Scott


JEFFREY L. SHAMES*                     Trustee
Jeffrey L. Shames


ELAINE R. SMITH*                       Trustee
Elaine R. Smith


DAVID B. STONE*                        Trustee
David B. Stone


                                       *By:     JAMES R. BORDEWICK, JR.
                                      Name:     James R. Bordewick, Jr.
                                                  as Attorney-in-fact

                                       Executed by James R. Bordewick, Jr. on
                                       behalf of those indicated pursuant to a
                                       Power of Attorney dated September 21,
                                       1994, incorporated by reference to the
                                       Registrant's Post-Effective Amendment
                                       No. 16 filed with the Securities and
                                       Exchange Commission on June 28, 1995.
<PAGE>
                            INDEX TO EXHIBITS


EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
   
  5  (a)       Investment Advisory Agreement dated July 18, 1984
                 by and between the Registrant and Massachusetts Financial
                 Services Company.

     (b)       Amendment to the Investment Advisory Agreement, dated February 1,
                 1994.

  7            Retirement Plan for Non-Interested Person Trustees, dated
                 April 1, 1991.

  8  (a)       Custodian Contract between Registrant and State Street Bank &
                 Trust Company, dated May 24, 1988.

     (b)       Amendment to Custodian Contract, dated May 24, 1988.

     (c)       Amendment to Custodian Contract, dated October 1, 1989.

     (d)       Amendment to Custodian Contract, dated September 17, 1991.

  9  (a)       Shareholder Servicing Agreement between Registrant and
                 Massachusetts Financial Service Center, dated August 1, 1985.

     (b)       Amendment to Shareholder Servicing Agent Agreement, dated
                 August 30, 1993.
    

<PAGE>
                                                           EXHIBIT NO. 99.5(a)

                         INVESTMENT ADVISORY AGREEMENT



         INVESTMENT ADVISORY AGREEMENT, dated as of this 18th day of July, 1984,
by and between MFS  GOVERNMENT  GUARANTEED  SECURITIES  TRUST,  a  Massachusetts
business trust (the "Trust"),  and MASSACHUSETTS  FINANCIAL  SERVICES COMPANY, a
Delaware corporation (the "Adviser").

                                  WITNESSETH:

         WHEREAS,  the Trust is engaged in business  as an  open-end  investment
company registered under the Investment Company Act of 1940; and

         WHEREAS, the Adviser is willing to provide business management services
to the Trust on the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties  hereto as herein set forth,  the parties  covenant  and agree as
follows:

         1.  Duties of the Adviser. The Adviser shall provide the Trust with
such investment  advice and supervision as the latter may from time to time
consider  necessary for the proper  supervision of its funds.  The Adviser shall
act as Adviser to the Trust and as such shall furnish continuously an investment
program  and  shall  determine  from  time  to time  what  securities  shall  be
purchased,  sold or exchanged  and what portion of the assets of the Trust shall
be held  uninvested,  subject always to the  restrictions  of its Declaration of
Trust, dated November 13, 1981, as amended, and By-Laws, as amended, as each may
be  further  amended  from time to time  (respectively,  the  "Declaration"  and
"By-Laws"),  to the  provisions of the  Investment  Company Act of 1940, and the
Rules,  Regulations  and  orders  thereunder,  and to the  Trust's  then-current
Prospectus.  The  Adviser  shall also make  recommendations  as to the manner in
which voting rights,  rights to consent to corporate action and any other rights
pertaining to the Trust's  portfolio  securities shall be exercised.  Should the
Trustees at any time, however, make any definite  determination as to investment
policy and notify the Adviser thereof in writing,  the Adviser shall be bound by
such  determination  for the period,  if any,  specified in such notice or until
similarly notified that such  determination has been revoked.  The Adviser shall
take, on behalf of the Trust,  all actions which it deems necessary to implement
the investment policies determined as provided above, and in particular to place
all orders for the  purchase  or sale of  portfolio  securities  for the Trust's
account with  brokers or dealers  selected by it, and to that end the Adviser is
authorized  as the agent of the Trust to give  instructions  to the Custodian of
the Trust as to deliveries of securities and payments of cash for the account of
the Trust.  In connection  with the selection of such brokers or dealers and the
placing of such orders,  the Adviser is directed to seek for the Trust execution
at the most favorable price. Subject to this requirement of seeking the
<PAGE>
most  favorable  price,  securities  may be  bought  from or sold to broker
dealers  who have  furnished  statistical,  research  and other  information  or
services to the Adviser.

         2.  Allocation of Charges and Expenses. The Adviser shall furnish at
its own expense investment advisory and administrative services, office space,
equipment and clerical personnel  necessary for servicing the investments of the
Trust and maintaining its organization,  and investment  advisory facilities and
executive and  supervisory  personnel for managing the investments and effecting
the portfolio  transactions of the Trust. The Adviser shall arrange,  if desired
by the Trust,  for Directors,  officers and employees of the Adviser to serve as
Trustees,  officers or agents of the Trust if duly  elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law.  It is  understood  that  the  Trust  will  pay all of its own  expenses
including,  without  limitation,  compensation of Trustees not "affiliated" with
the Adviser;  governmental fees; interest charges; taxes; membership dues in the
Investment  Company  Institute  allocable  to the Trust;  fees and  expenses  of
independent auditors,  of legal counsel and of any transfer agent,  registrar or
dividend  disbursing agent of the Trust;  expenses of repurchasing and redeeming
shares and servicing shareholder accounts;  expenses of preparing,  printing and
mailing stock certificates,  shareholder reports,  notices, proxy statements and
reports to governmental  officers and commissions;  brokerage and other expenses
connected  with the execution,  recording and  settlement of portfolio  security
transactions;  insurance  premiums;  fees and expenses of the  custodian for all
services  to the  Trust,  including  safekeeping  of funds  and  securities  and
maintaining  required books and accounts;  expenses of calculating the net asset
value of  shares  of the  Trust;  expenses  of  shareholder  meetings;  expenses
relating to the issuance,  registration and qualification of shares of the Trust
and the  preparation,  printing and mailing of  prospectuses  for such  purposes
(except to the extent that any  Distribution  Agreement  to which the Trust is a
party provides that another party is to pay some or all of such expenses).

         3.  Compensation of the Adviser. For the services to be rendered and
the facilities  provided,  the Trust shall pay to the Adviser an investment
advisory fee computed and paid monthly in an amount equal to the sum of 0.25% of
the  Trust's  average  daily net assets plus 3.4% of the  Trust's  gross  income
(i.e.,  income  other  than  from the sale of  securities),  in each  case on an
annualized  basis for the  Trust's  then-current  fiscal  year.  Payment  of the
foregoing  fee is subject to the  provision  that within 30 days  following  the
close of any fiscal year of the Trust,  the Adviser  will pay to the Trust a sum
equal to the amount by which the aggregate  expenses of the Trust, but excluding
interest,  taxes,  brokerage  commissions and extraordinary  expenses,  incurred
during such  fiscal  year  exceed the lesser of either 25% of the Trust's  gross
income for that  fiscal  year or the sum of (a) 1 1/2 % of the  Trust's  average
daily net assets during such fiscal year up to and  including  $40 million,  and
(b) 1% of its average  daily net assets during such fiscal year in excess of $40
million.  The  obligation  of the Adviser to  reimburse  the Trust for  expenses
incurred during any year may be terminated or revised at any time by the Adviser
without  the  consent of the Trust by notice in writing  from the Adviser to the
Trust.  If the  Adviser  shall  serve  for  less  than the  whole of any  period
specified in this Section 3, the compensation to the Adviser will be prorated.

         4.  Covenants of the Adviser.  The Adviser agrees that it will not deal
with  itself,  or with  the  Trustees  of the  Trust  or the  Trust's  principal
underwriter, if any, as principals in making purchases or sales of securities or
other  property  for the  account  of the  Trust,  except  as  permitted
<PAGE>
by the Investment Company Act of 1940 and the Rules,  Regulations or orders
thereunder,  will not take a long or short  position  in the shares of the Trust
except  as  permitted  by the  Declaration,  and  will  comply  with  all  other
provisions of the Declaration and By-Laws and the then-current Prospectus of the
Trust relative to the Adviser and its Directors and officers.

         5.  Limitation  of Liability of the Adviser.  The Adviser  shall not be
liable for any error of judgment  or mistake of law or for any loss  arising out
of any  investment or for any act or omission in the execution and management of
the Trust, except for willful misfeasance,  bad faith or gross negligence in the
performance of its duties, or by reason of reckless  disregard of its duties and
obligations  hereunder.  As used in this  Section  5, the term  "Adviser"  shall
include  Directors,  officers  and  employees  of the  Adviser  as  well as that
corporation itself.

         6.  Activities of the Adviser.  The services of the Adviser to the
Trust are not to be deemed to be exclusive, the Adviser being free to render
investment  advisory  and/or  other  services to others.  The Adviser may permit
other fund  clients to use the initials  "MFS" in their names.  The Trust agrees
that if the Adviser  shall for any reason no longer  serve as the Adviser to the
Trust,  the Trust will change its name so as to delete the initials "MFS." It is
understood that Trustees,  officers, and shareholders of the Trust are or may be
or become  interested in the Adviser,  as  Directors,  officers,  employees,  or
otherwise and that  Directors,  officers and employees of the Adviser are or may
become similarly  interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise.

         7.  Duration,  Termination  and  Amendments  of  this  Agreement.  This
Agreement shall become  effective as of the day and year first above written and
shall govern the  relations  between the parties  hereto  thereafter,  and shall
remain in force until August 1, 1985 on which date it will terminate  unless its
continuance  after August 1, 1985 is  "specifically  approved at least annually"
(i) by the  vote  of a  majority  of the  Trustees  of the  Trust  who  are  not
"interested  persons" of the Trust or of the  Adviser at a meeting  specifically
called  for the  purpose  of voting on such  approval,  and (ii) by the Board of
Trustees  of the Trust,  or by "vote of a  majority  of the  outstanding  voting
securities" of the Trust.

This  Agreement  may be  terminated  at any time without the payment of any
penalty by the  Trustees  or by "vote of a majority  of the  outstanding  voting
securities"  of the Trust,  or by the Adviser,  in each case on not more than 60
days' nor less than 30 days' written  notice to the other party.  This Agreement
shall automatically terminate in the event of its "assignment."

This Agreement may be amended only if such  amendment is approved by "vote
of a majority of the  outstanding  voting  securities"  of the Trust.  The terms
"specifically   approved  at  least  annually,"  "vote  of  a  majority  of  the
outstanding  voting   securities",   "assignment,"   "affiliated   person,"  and
"interested  persons,"  when used in this  Agreement,  shall have the respective
meanings  specified in, and shall be construed in a manner  consistent with, the
Investment  Company  Act of  1940  and the  Rules  and  Regulations  thereunder,
subject,  however,  to such  exemptions as may be granted by the  Securities and
Exchange Commission under said Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and  delivered  in their names and on their behalf by the  undersigned,
thereto duly  authorized,  all as of the day and year first above  written.  The
undersigned  Trustee of the Trust has executed this Agreement not  individually,
but as Trustee under the  Declaration  and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Trust, individually,
but bind only the Trust estate.

                                       MFS GOVERNMENT GUARANTEED
                                         SECURITIES TRUST



                                       By:      RICHARD B. BAILEY
                                                Richard B. Bailey
                                                Chairman and Trustee


                                       MASSACHUSETTS FINANCIAL SERVICES COMPANY



                                       By:      H. ALDEN JOHNSON, JR.
                                                H. Alden Johnson, Jr.
                                                President

<PAGE>
                                                        EXHIBIT NO. 99.5(b)

                    MASSACHUSETTS FINANCIAL SERVICES COMPANY
            500 BOYLSTON STREET o BOSTON o MASSACHUSETTS 02116-3741
                                 617 o 954-5000



                                       As of February 1, 1994



Mr. W. Thomas London
Treasurer
MFS Government Securities Fund
500 Boylston Street
Boston, MA  02116

         Re: MFS Government Securities Fund

Dear Tom:

         This letter will confirm that the Investment  Advisory  Agreement dated
July 18,  1984  (the  "Agreement"),  between  Massachusetts  Financial  Services
Company  ("MFS")  and MFS  Government  Securities  Fund  (the  "Fund")  has been
amended,  effective as of February 1, 1994, to establish  the Fund's  management
fee as the  lesser of (i) 0.40% of the Fund's  average  daily net assets or (ii)
0.25% of the  Fund's  average  daily net assets  plus 3.40% of the Fund's  gross
income (i.e., income other than from the sale of securities), in each case on an
annualized basis for the Fund's then-current fiscal year.

         In connection  with this  amendment,  the  voluntary  reduction of MFS'
right to the  management  fee set  forth  in the  Agreement  has  been  revised,
effective as of February 1, 1994, to provide for a management fee of 0.14%.

         For purposes of computing the management fee payable to MFS pursuant to
the Agreement,  the voluntary reduction of MFS' right to receive such management
fee shall be  limited to the  amount  expressly  set forth  above,  giving  full
consideration to all commission recapture,  directed brokerage and "soft dollar"
arrangements,  as  well  as  any  brokerage  and  research  services  and  other
compensation  of any nature  whatsoever  received  by or on behalf of MFS or its
affiliates.

         This  arrangement  may be revised or  rescinded by MFS at any time upon
notice to the Fund and without notice to shareholders.

                                       Very truly yours,


                                       BRUCE AVERY
                                       Bruce Avery


<PAGE>
                                                             EXHIBIT NO. 99.7

                         MFS GOVERNMENT SECURITIES FUND

               RETIREMENT PLAN FOR NON-INTERESTED PERSON TRUSTEES


         MFS Government Securities Fund (the "Fund") has adopted this Retirement
Plan  for  Non-Interested  Person  Trustees  (the  "Plan").  The  Plan  has been
established  for  the  purpose  of  providing   certain   benefits  to  eligible
Independent Trustees of the Fund, or their  beneficiaries,  after termination of
the Independent Trustees' services as such.

         1.  DEFINITIONS

             The following terms shall have the following meanings:

             Accrued  Benefit:  A  benefit  which is  equal  to the  Normal
Retirement  Benefit  calculated using an Independent  Trustee's Years of Service
and Annual Compensation as of the determination date.

             Actuarial  Equivalent:  A benefit equal in value, based on (a)
an interest  rate equal to the immediate  annuity rate  published by the Pension
Guaranty Corporation for the January of the Plan Year of calculation and (b) the
1983 Individual Annuity Mortality Tables for Males.

             Annual  Compensation:  The  average of the total  compensation
(retainer and meeting fees)  received by an  Independent  Trustee during each of
the last three Plan Years  preceding  his  termination  of  services as such for
which he served either as an Independent Trustee or a Nonaffiliated  Trustee for
the  entire  year;  provided,  that  if  an  Independent  Trustee  served  as an
Independent  Trustee  and/or a  Nonaffiliated  Trustee for fewer than three full
Plan Years  prior to his  termination  of  services,  there  shall be taken into
account his annualized compensation for the one or more most recent partial Plan
Years (if any) for which he served as an Independent  Trustee or a Nonaffiliated
Trustee that, when  aggregated  with his full Plan Years,  does not exceed three
Plan Years.

             Disability:  Disability as defined in ss.22(e)(3) of the
Internal Revenue Code of 1986, as amended.

             Independent Trustee:  A Trustee of the Fund who is not an
"interested person" (as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended) of the Fund, Lifetime Advisers, Inc. ("Lifetime"),
Massachusetts Financial Services Company ("MFS") or MFS Financial Services,
Inc. ("FSI").
<PAGE>

             Nonaffiliated  Trustee:  A  Trustee  of the  Fund  who  has no
material business or professional  relationship with the Fund, Lifetime,  MFS or
FSI and who is subject to being declared an "interested person" solely by reason
of his  relationship  with the Fund,  Lifetime,  MFS or FSI  during the two most
recently completed fiscal years of the Fund.

             Normal  Retirement   Benefit:  An  annual  benefit  at  Normal
Retirement  Date equal to 5% of an  Independent  Trustee's  Annual  Compensation
multiplied by the Independent  Trustee's whole Years of Service, up to a maximum
of ten Years of Service,  payable in the Normal  Form of Benefit,  as defined in
ss.3(g).

             Normal Retirement Date:  December 31 of the Plan Year in
which an Independent Trustee attains age 73.

             Plan Year:  January 1 through December 31.

             Retirement:  Termination of service of an Independent  Trustee
after having  completed  at least Five Years of Service and having  attained age
62, other than: (1) any termination by reason of death;  (ii) any termination by
reason of  Disability,  provided  that any  Independent  Trustee  who  suffers a
Disability and who has otherwise satisfied the requirements for Retirement shall
have the right to elect whether his termination is by reason of Retirement or by
reason of Disability;  or (iii) any  termination  resulting from the Independent
Trustee's willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties  involved  in the  conduct of the  office of  Independent  Trustee
("Misconduct").

             Year of  Service:  A Plan  Year  during  which an  Independent
Trustee  completed  at least six  months of  service  as either a  Nonaffiliated
Trustee or an Independent Trustee.

         2.  ELIGIBILITY

             No Trustee of the Fund shall be eligible to participate in the
Plan or be  entitled  to any  rights or  benefits  hereunder  until the  Trustee
becomes an Independent Trustee.  Each individual who completes any service as an
Independent  Trustee on or after the  Effective  Date of this  Plan,  and who so
elects in such manner as the  Committee  determines  from time to time,  will be
eligible to participate in the Plan.

         3.  RETIREMENT DATE; AMOUNT OF BENEFIT

             (a) Retirement.  Each Independent Trustee shall retire on that
Independent Trustee's Normal Retirement Date, if he has not previously ceased to
perform services as an Independent Trustee.  Each retired Independent Trustee is
referred to as a "Retired Trustee".
<PAGE>

             (b) Normal Retirement Benefit.  Upon an Independent
Trustee's Retirement on his Normal Retirement Date, the Independent Trustee
shall receive, commencing on his Normal Retirement Date, his Normal Retirement
Benefit.

             (c) Early Retirement  Benefit.  Upon an Independent  Trustee's
Retirement prior to his Normal  Retirement  Date, the Independent  Trustee shall
receive an Early Retirement Benefit commencing on the Independent Trustee's date
of Retirement.  The benefit payable on an Independent Trustee's early Retirement
shall be his  Accrued  Benefit  reduced by 5% for every year that  payment of an
Early Retirement Benefit precedes that Trustee's Normal Retirement Date.

             (d) Deferred Termination Benefit. If an Independent  Trustee's
service  as such  terminates,  other  than (i)  termination  as a result  of his
Misconduct or (ii)  termination  that  constitutes  termination by reason of his
Retirement,  Disability or death,  after he has completed at least five Years of
Service, he shall receive, commencing on the date he attains age 62, his Accrued
Benefit reduced by 55%.

             (e) Disability Benefit. If an Independent Trustee's service as
such terminates by reason of his Disability  and, if the Independent  Trustee is
eligible for  Retirement,  he elects that his termination be treated as being by
reason of  Disability,  he shall  receive his Accrued  Benefit  paid for the one
hundred twenty (120) months immediately following the month in which his service
so terminates.  In the event the Independent Trustee dies before he has received
one hundred twenty (120) payments,  monthly payments in the same amount shall be
paid to his beneficiary until the number of payments to the Independent  Trustee
plus the number of payments to the  beneficiary  equal one hundred  twenty (120)
payments.

             (f) Death  Benefit.  Each  Independent  Trustee  who elects to
participate  in this Plan  shall  designate  a  beneficiary  in such form as the
Committee  approves from time to time to receive any benefits payable under this
Plan in the event of his  death.  In the event  there is no  validly  designated
beneficiary  in existence on the date of an  Independent  Trustee's  death,  his
beneficiary shall be his surviving  spouse, if any, or if none, his estate.  The
beneficiary of an Independent Trustee who dies during service,  and with respect
to  whom  benefit  payments  have  not  commenced,  shall  be  entitled  to that
Independent  Trustee's  Accrued  Benefit  paid for the one hundred  twenty (120)
months immediately following death.

             (g) Form of  Benefit.  Except as  otherwise  provided  in this
ss.3, benefits payable under this ss.3 shall be payable in the form of a monthly
annuity for the life of the Independent Trustee, and, if the Independent Trustee
dies before he has received one hundred twenty (120) payments,  monthly payments
in the same  amount  shall be  payable  to his  beneficiary  until the number of
payments  to  the  
<PAGE>
Independent  Trustee plus the number of payments to the  beneficiary  equal
one hundred  twenty (120)  payments  (the "Normal  Form of  Benefit").  However,
notwithstanding  any other  provision of this Section 3 to the  contrary,  if an
Independent  Trustee's  beneficiary is entitled to payments under this Plan upon
the  Independent   Trustee's  death,  then  (i)  if  the  Independent  Trustee's
beneficiary is his estate,  the lump sum Actuarial  Equivalent  present value of
those  payments  shall be paid to the  estate  in a  single  lump sum as soon as
administratively  reasonable following the Independent Trustee's death, and (ii)
if the Independent Trustee's beneficiary is other than his estate, the Committee
in its sole discretion may direct that the Actuarial  Equivalent  value of those
payments be paid in such form other than the Normal  Form of Benefit  (including
without limitation a lump sum) as it determines.

         4.  PAYMENT OF BENEFIT; ALLOCATION OF COSTS

             The Fund is  responsible  for the payment of the benefits,  as
well as all expenses of administration of the Plan, including without limitation
all  accounting,  legal and actuarial fees and expenses.  The obligations of the
Fund to pay such  benefits  and  expenses  will not be  secured or funded in any
manner,  and the obligations will not have any preference over the lawful claims
of the Fund's creditors and shareholders.  The Fund shall be under no obligation
to  segregate  any  assets  for the  purpose of  providing  retirement  benefits
pursuant  to this  Plan,  and to the  extent  that any  Independent  Trustee  or
beneficiary  acquires  a right to receive a benefit  under the Plan,  such right
shall be limited to that of a recipient of an unfunded, unsecured promise to pay
amounts in the future and such  person's  position  with respect to such amounts
shall be that of a general  unsecured  creditor of the Fund.  To the extent that
the Fund consists of one or more separate portfolios, costs and expenses will be
allocated  among  the  portfolios  by the  Board of  Trustees  of the Fund  (the
"Board") in a manner that is  determined  by the Board to be fair and  equitable
under the circumstances.

         5.  ADMINISTRATION

             (a) The  Committee.  Any  question  involving  entitlement  to
payments  under or the  interpretation  or  administration  of the Plan  will be
referred to a committee (the "Committee") of Independent  Trustees designated by
the Board.  Except as otherwise  provided  herein,  the Committee  will make all
interpretations  and  determinations  necessary  or  desirable  for  the  Plan's
administration,  and such  interpretations  and determinations will be final and
conclusive.

             (b) Powers of the Committee.  The Committee will represent and
act on  behalf of the Fund in  respect  of the Plan  and,  subject  to the other
provisions  of the Plan,  the Committee  may adopt,  amend or repeal  by-laws or
other  regulations,  relating to the  administration of the Plan, the conduct of
the  Committee's  affairs,  its  rights or powers or the rights or powers of its
members or of the
<PAGE>
Board.  The  Committee  will  report to the Board  from time to time on its
activities  in respect of the Plan.  The  Committee or persons  designated by it
will cause such records to be kept as may be necessary for the administration of
the Plan.

         6.  MISCELLANEOUS PROVISIONS

             (a) Rights Not Assignable.  The right to receive any
payment under the Plan may not be transferred, assigned, pledged or otherwise
alienated.

             (b) Amendment, etc. The Committee, with the concurrence of the
Board, may at any time amend or terminate the Plan or waive any provision of the
Plan,  provided that no amendment,  termination or waiver will impair the rights
of an  Independent  Trustee to receive upon  Retirement the payments which would
have been made to that  Independent  Trustee  had there been no such  amendment,
termination or waiver (based upon that Independent Trustee's Years of Service to
the date of such  amendment,  termination  or  waiver) or the rights of a former
Independent  Trustee or Retired  Trustee to receive  any  benefit  due under the
Plan,  without  the  consent of such  present or former  Independent  Trustee or
Retired Trustee,  as the case may be. A present or former Independent Trustee or
Retired  Trustee may elect to waive  receipt of his  benefit by so advising  the
Committee.

             Notwithstanding any provision of this Plan to the
contrary,  however,  in the event of the sale of all or substantially all of the
assets of the Fund, the liquidation or dissolution of the Fund, or any merger or
other similar reorganization of the Fund that the Fund does not survive:

             (i)  if although the Fund does not survive there is a surviving
entity,  all rights and benefits  (including  without  limitation  those of
Retired  Trustees)  under  the  Plan  shall  cease  upon  consummation  of  such
transaction,  unless,  and only to the extent  that,  the board of trustees  (or
other similar  governing body) of the surviving entity agrees to assume the Plan
and/or to provide any such rights or benefits; and

             (ii) if there is no surviving entity, the Board shall have the
right to take specific  action to terminate the Plan and/or to cause any or
all rights and benefits (including without limitation those of Retired Trustees)
under the Plan to cease as of the date of such event but,  in the absence of any
such specific  action,  the lump sum Actuarial  Equivalent  present value of the
Accrued Benefit of each present or former Independent Trustee or Retired Trustee
(or beneficiary thereof) who on the date of liquidation is receiving or entitled
to receive a benefit  under the Plan or would be  entitled  to receive a benefit
under the Plan  based on his actual or deemed
<PAGE>
termination of service as of the date of such liquidation  shall be paid to
such person.

             (c) No Right to Re-election.  Nothing in the Plan will
create any obligation on the part of the Board to nominate any Independent
Trustee for re-election.

             (d) Vacancies.  Although  the Board will  retain the right to
increase or decrease  its size,  it shall be the general  policy of the Board to
replace each person who ceases to serve as an Independent Trustee by selecting a
new Independent Trustee from candidates duly proposed.

             (e) Consulting.  Each Retired Trustee may render such services
for the Fund, for such compensation,  as may be agreed upon from time to time by
such Trustee and the Board of the Fund.

             (f) Construction.  Whenever any masculine  terminology is used
in this Plan,  it shall be taken to include  the  feminine,  unless the  context
otherwise indicates. The titles and headings included herein are for convenience
only and shall not be construed as in any way affecting or modifying the text of
this Plan, which text shall control.  This Plan shall be construed and regulated
in accordance with the laws of The Commonwealth of Massachusetts,  except to the
extent such state law is preempted by federal law.

             (g) Effective Date.  This Plan will become effective on April 1,
1991 (the "Effective Date").

<PAGE>
                                                            EXHIBIT NO. 99.8(a)





                               CUSTODIAN CONTRACT

                                    BETWEEN

                   MFS GOVERNMENT GUARANTEED SECURITIES TRUST

                                      AND

                      STATE STREET BANK AND TRUST COMPANY
<PAGE>

                                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.............................................    1

      2.1       Holding Securities......................................    1
      2.2       Delivery of Securities..................................    2
      2.3       Registration of Securities..............................    5
      2.4       Bank Accounts...........................................    5
      2.5       Payments for Shares.....................................    5
      2.6       Investment and Availability of Federal Funds............    6
      2.7       Collection of Income....................................    6
      2.8       Payment of Trust Monies.................................    7
      2.9       Liability for Payment in Advance of Receipt of
                Securities Purchased....................................    8
      2.10      Payments for Repurchases or Redemptions of Shares of
                the Trust...............................................    8
      2.11      Appointment of Agents...................................    9
      2.11A     Trust Assets Held in the Custodian's Direct Paper
                System..................................................    9
      2.12      Deposit of Trust Assets in Securities System............   10
      2.13      Segregated Account......................................   12
      2.14      Ownership Certificates for Tax Purposes.................   13
      2.15      Proxies.................................................   13
      2.16      Communications Relating to Trust Portfolio Securities...   13
      2.17      Proper Instructions.....................................   14
      2.18      Actions Permitted Without Express Authority.............   14
      2.19      Evidence of Authority...................................   14

3.    Duties of Custodian with Respect to the Books of Account and
      Calculation of Net Asset Value and Net Income.....................   15

4.    Records...........................................................   15

5.    Opinion of Trust's Independent Accountants .......................   16

6.    Reports to Trust by Independent Public Accountants................   16

7.    Compensation of Custodian.........................................   16

8.    Responsibility of Custodian.......................................   16

9.    Effective Period, Termination and Amendment.......................   17

10.   Successor Custodian...............................................   18

11.   Interpretive and Additional Provisions............................   19

12.   Massachusetts Law to Apply........................................   20

13.   Prior Contracts...................................................   20
<PAGE>
                               CUSTODIAN CONTRACT



         This Contract  between MFS Government  Guaranteed  Securities  Trust, a
business  trust  organized and existing  under the laws of The  Commonwealth  of
Massachusetts,  having its principal  place of business at 200 Berkeley  Street,
Boston,  Massachusetts hereinafter called the "Trust", and State Street Bank and
Trust Company,  a  Massachusetts  trust company,  having its principal  place of
business at 225  Franklin  Street,  Boston,  Massachusetts,  02110,  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 the  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 new or  treasury  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
2.17),  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  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  2.12 in a  clearing  agency  which  acts
<PAGE>
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 2.12 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
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 2.11
or into the name or  nominee  name of any  subcustodian  appointed  pursuant  to
Article l; 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
<PAGE>
"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;

             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;
<PAGE>

            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
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 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 for which such delivery is to be made,  declaring such purpose
to be a proper  corporate  purpose,  and  naming  the  person or persons to whom
delivery of such securities shall be made.
<PAGE>
         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
2.11 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 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  Payments  for  Shares.   The  Custodian  shall  receive  from  the
distributor  for the Trust's  Shares or from the Transfer Agent of the Trust and
deposit into the Trust's Account such payments as are received for Shares of the
Trust issued or sold from time to time by the
<PAGE>
Trust. The Custodian will provide timely  notification to the Trust and the
Transfer Agent of any receipt by it of payments for Shares of the Trust.

         2.6   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 between 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 any checks  received in payment  for Shares of the Trust which are  deposited
into the Trust's account.

         2.7   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 its 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.
<PAGE>
         2.8   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 2.12 hereof;  or (c) 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;

               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 redemption or repurchase of Shares issued
by the Trust as set forth in Section 2.10 hereof;

               4)  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
<PAGE>
expenses of the Trust  whether or not such  expenses  are to be in whole or
part capitalized or treated as deferred expenses;

               5)  For the payment of any dividends declared pursuant
to the governing documents of the Trust;

               6)  For payment of the amount of dividends received in
respect of securities sold short;

               7)  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.

         2.9   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 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 safekeeping  receipt,  provided that such securities have in fact been so
transferred by book-entry.

         2.10  Payments for  Repurchases or Redemptions of Shares of the Trust.
From  such  funds  as may be  available  for  the  purpose  but  subject  to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Trust pursuant  thereto,  the
<PAGE>
Custodian shall, upon receipt of instructions from the Transfer Agent, make
funds  available  for  payment to holders  of Shares who have  delivered  to the
Transfer  Agent a request for  redemption  or  repurchase  of their  Shares.  In
connection  with the  redemption  or  repurchase  of  Shares of the  Trust,  the
Custodian is authorized upon receipt of instructions  from the Transfer Agent to
wire  funds  to or  through  a  commercial  bank  designated  by  the  redeeming
shareholders.  In connection  with the redemption or repurchase of Shares of the
Trust,  the  Custodian  shall honor checks drawn on the Custodian by a holder of
Shares,  which checks have been  furnished by the Trust to the holder of Shares,
when presented to the Custodian in accordance  with such procedures and controls
as are  mutually  agreed  upon  from  time to time  between  the  Trust  and the
Custodian.

         2.11  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.

         2.11A Trust Assets Held in the  Custodian's  Direct Paper  System.  The
Custodian may deposit and/or maintain domestic  securities owned by the Trust in
the Direct Paper System subject to the following provisions:

               1)  No transaction relating to domestic securities in
the Direct Paper System will be effected in the absence of Proper Instructions;

               2)  The Custodian may keep domestic  securities of the Trust in
the Direct Paper System only if such securities are represented in an 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;
<PAGE>
               3)  The records of the Custodian with respect to
domestic securities of the Trust which are maintained in the Direct Paper
System shall identify by book-entry those securities belonging to the Trust;

               4)  The Custodian shall furnish the Trust  confirmation of each
transfer of Direct  Paper to or from the account of the Trust,  in the form of a
written  advice or notice 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 Direct Paper System for the account of the Trust;

               5)  The Custodian shall pay for domestic  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;

               6)  The Custodian shall provide the Trust with any
report on the system of internal accounting control for the Direct Paper
System that the Custodian receives and as the Trust may reasonably request
from time to time;

         2.12  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
<PAGE>
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 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;
<PAGE>

               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.

         2.13  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 2.12 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  purpose  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
<PAGE>
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.

         2.14  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.

         2.15  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.

         2.16  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.
<PAGE>

         2.17  Proper  Instructions. Proper Instructions as used throughout this
Article 2 means a writing  signed or  initialed 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.

         2.18  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

               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.

         2.19  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
<PAGE>
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 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 daily the
net  income  of the  Trust  as  described  in the  Trust's  currently  effective
prospectus  and shall advise the Trust and the Transfer Agent daily 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
<PAGE>
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 the  preparation  of the Trust's  Form N-lA,  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,  which
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
<PAGE>
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,  but  shall  be  kept  indemnified  by the  Trust
transaction  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.  Notwithstanding  the
foregoing,  the  responsibility  of the  Custodian  with respect to  redemptions
effected by check shall be in accordance with a separate  Agreement entered into
between the Custodian and the Trust.

         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 five  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
<PAGE>
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 2.12
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;  provided further, however, 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.
<PAGE>
         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.

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.
<PAGE>

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,  the
existing custodian  contract between the Trust and the Custodian.  Any reference
to the  custodian  contract  between the Trust and the  Custodian  in  documents
executed prior to the date hereof shall be deemed to refer to this Contract.
<PAGE>

         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 24th day of May, 1988.



ATTEST                                 MFS GOVERNMENT GUARANTEED
                                         SECURITIES TRUST




ARNOLD D. SCOTT                        By:   RICHARD B. BAILEY
Arnold D. Scott                              Richard B. Bailey



ATTEST                                 STATE STREET BANK & TRUST COMPANY



J. FARREL                              By:   (ILLEGIBLE)
J. Farrel                                    [Illegible]
Assistant Secretary                          Vice President


<PAGE>
                                                          EXHIBIT NO. 99.8(b)

                                  AMENDMENT TO
                               CUSTODIAN CONTRACT


         Amendment  to  Custodian  Contract  between MFS  Government  Guaranteed
Securities  Trust,  a business  trust  organized and existing  under the laws of
Massachusetts,  having a principal  place of business  at 200  Berkeley  Street,
Boston,  Massachusetts 02116 (hereinafter  called the "Fund"),  and State Street
Bank and Trust Company,  a  Massachusetts  trust  company,  having its principal
place  of  business  at  225  Franklin  Street,   Boston,   Massachusetts  02110
(hereinafter called the "Custodian").

         WHEREAS:  The Fund and the Custodian are parties to a Custodian
Contract dated May 24, l988 (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 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
<PAGE>
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.

         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.

         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
<PAGE>
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 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 the 24th day of May,
1988.

ATTEST:

By:   D. M. JAFFE                      By:     W. T. LONDON
      D. M. Jaffe                              W. T. London
                                               Treasurer

ATTEST:                                STATE STREET BANK & TRUST COMPANY

By:   K. M. KNEELAND                   By:     PHYLLIS A. SCHRODER
      K. M. Kneeland                           Phyllis A. Schroder
      Assistant Secretary                      Vice President

<PAGE>
                                                         EXHIBIT NO. 99.8(c)

                        AMENDMENT TO CUSTODIAN CONTRACT


         Agreement made as of this 1st day of October, 1989 by and between State
Street Bank and Trust Company (the  "Custodian")  and MFS Government  Guaranteed
Securities Trust (the "Trust").

         WHEREAS,  the  Custodian  and the  Trust  are  parties  to a  Custodian
Contract dated May 24, 1988 (the  "Custodian  Contract)  which governs the terms
and conditions under which the Custodian maintains custody of the securities and
other assets of the Trust;

         WHEREAS, the Custodian may delegate to Massachusetts Financial Services
Company  ("MFS") the performance of certain duties the Custodian would otherwise
be obligated to perform pursuant to the Custodian Agreement;

         WHEREAS, the Trust agrees to any such delegation of certain Custodian
duties;

         NOW  THEREFORE,  the  Custodian and the Trust hereby amend the terms of
the Custodian Contract and mutually agree to the following:

         1)  Add new Section 14 which shall read as follows:

         14  Delegation of Certain Custodian Duties to MFS.

             The  Custodian may delegate to MFS the  performance  of any or
all of its duties  hereunder  relating  to (i)  accounting  for  investments  in
currency and for financial instruments (including, without limitation,  options,
contracts,  futures contracts,  options on futures contracts, options on foreign
currency and forward foreign currency  exchange  contracts) and (ii) federal and
state  regulatory  compliance.  The  Custodian  shall  compensate  MFS  for  the
performance  of such  duties  at such fee or fees as MFS shall  determine  to be
equal to MFS's cost for performing  such duties (the "MFS Fees").  Following its
payment of the MFS Fees to MFS, the  Custodian  shall  recover the amount of the
MFS Fees and from the Trust on such terms as the  Custodian  and the Trust shall
agree.  MFS  assumes  responsibility  for  all  duties  delegated  to it by  the
Custodian pursuant to this Section 14, and the Custodian may rely on MFS for the
accuracy and  correctness of the accounting  information  provided by MFS to the
Custodian pursuant to this Section 14.

         IN  WITNESS  WHEREOF,  each of the  parties  hereto  have  caused  this
instrument  to be  executed  in its name and on its behalf by a duly  authorized
representative as of the aforementioned day and year.

ATTEST                                 MFS GOVERNMENT GUARANTEED
                                         SECURITIES TRUST



LINDA J. HOARD                         By:      A. KEITH BRODKIN
Linda J. Hoard                                  A. Keith Brodkin

ATTEST                                 STATE STREET BANK & TRUST COMPANY


MARK MORGAN                            By:      PHYLLIS A. SCHRODER
Mark Morgan                                     Phyllis A. Schroder
Assistant Secretary                             Vice President

<PAGE>
                                                            EXHIBIT NO. 99.8(d)

                                   AMENDMENT



         The  Custodian  Contract  dated May 24,  1988  between  MFS  Government
Securities  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  2.12 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
2.11A.

         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  Custodian'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 2.8(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:
<PAGE>

               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 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 2.12 hereof or (c) in the
case of a purchase  involving  the Direct Paper System,  in accordance  with the
conditions  set  forth  in  Section  2.11A;  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 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 2.17;"

         IV.   Following Section 2.11 there is inserted a new Section
2.11.A to read as follows:

               2.11.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 the Direct  Paper System
shall identify by book-entry those securities belonging to the Trust;
<PAGE>

                       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."

         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  2.12  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 2.11.A 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  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.
<PAGE>

         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.

         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  17th  day of
September, 1991.



ATTEST:                                MFS GOVERNMENT SECURITIES TRUST


LINDA J. HOARD                         By:      W. T. LONDON
Linda J. Hoard                                  W. T. London
Assistant Secretary                             Treasurer


ATTEST:                                STATE STREET BANK & TRUST COMPANY


JOE KENNALLY                           By:      JOHN HENRICH
Joe Kennally                                    John Henrich
Assistant Secretary                             Vice President

<PAGE>
                                                        EXHIBIT NO. 99.9(a)

                   MFS GOVERNMENT GUARANTEED SECURITIES TRUST
                              200 Berkeley Street
                          Boston, Massachusetts 02116



                                       Date:  August 1, 1985




Massachusetts Financial Service Center, Inc.
200 Berkeley Street
Boston, Massachusetts  02116

                         Shareholder Servicing Agent Agreement

Dear Sirs:

         MFS Government  Guaranteed Securities Trust (the "Fund") is an open-end
registered  investment  company.  The  Fund  has  selected  you  to  act  as the
Shareholder  Servicing  Agent  and you  hereby  agree to act as such  Agent  and
perform  the duties and  functions  thereof in the manner and on the  conditions
hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:

         1.  The  Facility.  You represent that you have the necessary computer
equipment,  software and other office equipment ("Facility") adequate to perform
the services contemplated hereby as well as for other investment companies (such
investment  companies,  together with the Fund, are herein collectively referred
to as the "MFS  Funds")  for  which  Massachusetts  Financial  Services  Company
("MFS") acts as investment adviser. The Facility is presently located at 50 Milk
Street, Boston, Massachusetts,  and is to be dedicated solely to the performance
of services  for the MFS Funds,  provided  that the  Facility may be utilized to
perform services for others with the prior written permission of the MFS Funds.

         2.  Name. Unless otherwise directed in writing by MFS, you shall
perform the  services  contemplated  hereby  under the name  "Massachusetts
Financial Service Center,  Inc.", which name, any similar names and any logos of
which shall remain the property and under the control of MFS.  Upon  termination
of this Agreement, you shall cease to use such name or any similar name within a
reasonable period of time.

         3.  Services to be Performed. As Shareholder Servicing Agent ("Agent"),
you shall be responsible for administering and performing  transfer and dividend
and  distribution  disbursing  and plan agent  functions in connection  with the
issuance,   transfer  and  redemption  of  the  shares  of  beneficial  interest
("Shares"). The details of the operating standards and procedures to be followed
by you shall be  determined  from time to time by agreement  between you and the
Fund.

         4.  Standard  of Service.  As Agent for the Fund,  you agree to provide
service  equal to or better  than  that  provided  by you or  others  furnishing
shareholder  services to other open-end investment  companies  ("Standard") at a
fee  comparable  to the fee paid you for your services  hereunder.  The Standard
shall include at least the following:

             (a) Prompt  reconciliation of any differences as to the number
of  outstanding  shares between  various  Facility  records or between  Facility
records and records of an MFS Fund's Custodian;

             (b) Prompt processing of shareholder correspondence and of other
matters requiring action by you;
<PAGE>

             (c) Prompt clearance of any daily volume backlog;

             (d) Providing innovative services and technological improvements;

             (e) Meeting the requirements of any governmental authority having
jurisdiction over you or the Fund; and

             (f) Prompt reconciliation of all bank accounts under your control
belonging to the Fund or MFS.

         If any MFS Fund  serviced  by you is  reasonably  of the view  that the
service  provided by you does not meet the  Standard,  it shall give you written
notice specifying the particulars,  and you then shall have 120 days in which to
restore the service so that it meets the Standard, except that such period shall
be 180 days with respect to meeting that portion of the Standard described above
in item (d) of this  paragraph  4. If at the end of such period the Fund remains
reasonably  of the view that the service  provided  by you,  in the  particulars
specified,  does  not  meet the  Standard,  then the MFS Fund or Funds  having a
majority of the accounts for which you are then Agent may, by appropriate action
(including the  concurrence  of a majority of the Trustees or Directors,  as the
case may be, of such MFS Fund or Funds who are not  interested  persons of MFS),
elect to terminate  this  Agreement  for cause as to all such Funds upon 90 days
notice to you. Upon termination hereof, the Fund shall pay you such compensation
as may be due to you as of the  date of such  termination,  and  shall  likewise
reimburse you for any costs, expenses, and disbursements  reasonably incurred by
you to such date in the performance of your duties hereunder.

         5.  Purchase of Facility.  In the event that notice of  termination  of
this Agreement has been given pursuant to the provisions of paragraph 14 hereof,
for cause as defined in  paragraph 4 hereof,  the MFS Funds have the right,  but
shall not be required  (a) to purchase  the  Facility  and assume the  unexpired
portion of any leases of equipment or real estate  relating to the Facility from
you at a price equal to your unrecovered  acquisition value (as supported by the
schedules and records used in  determining  monthly  billings) of the machinery,
equipment,  software, furniture, fixtures and leasehold improvements included in
the  Facility,  and (b) to negotiate  with  persons then  employed by you in the
operation  of the  Facility  and to  hire  all of them in  connection  with  the
purchase of the  Facility  from you by the MFS Funds.  You agree to release each
such employee from any contractual  obligations such person may have to you that
may interfere  with such person's  being hired at such time by the MFS Funds and
agree not to interfere  with the  negotiation  and hiring of any such persons at
such time. In the event that the MFS Funds have given notice of  termination  of
this  Agreement  pursuant to the  provisions  of paragraph 14 hereof for reasons
other than cause as defined in paragraph 4 hereof,  the MFS Funds shall purchase
the Facility under the terms and conditions set forth in subsections (a) and (b)
of this paragraph 5.

         You  shall  effect  the  transfer  of the  Facility  pursuant  to  this
paragraph 5 upon the termination date specified in the notice,  or at such other
time as shall be agreed upon by the parties hereto.

         6.  Rights in Data and  Confidentiality.  You agree  that all  records,
data, files, input materials,  reports, forms and other data received,  computed
or stored in the performance of this Agreement are the exclusive property of the
Fund and that all  such  records  and  other  data  shall be  furnished  without
additional  charge,  except for actual  processing costs, to the Fund in machine
readable as well as printed form  immediately upon termination of this Agreement
or at the Fund's request.  You shall safeguard and maintain the  confidentiality
of the Fund's data and information supplied to you by the Fund and you shall not
transfer or disclose the Fund's data to any third party without the Fund's prior
written  consent  unless  compelled  to do so by order of a court or  regulatory
authority.

         7.  Fees.  The fee per Fund  shareholder  account  for your shareholder
services  hereunder  shall not be in excess of such amount as shall be agreed
in  writing  between  us.  Such fee shall be
<PAGE>
payable in monthly  installments of one-twelfth of the annual fee. Such fee
shall be subject to review at least  annually  and fixed by the  parties in good
faith  negotiation  on the basis of a statement  of the expenses of the Facility
prepared by you,  which  either you or the Fund may require to be certified by a
major accounting firm acceptable to the parties. The party or parties requesting
such certification shall bear all expenses thereof. In addition to the foregoing
fee, you will be reimbursed by the Fund for  out-of-pocket  expenses  reasonably
incurred by you on behalf of the Fund, including but not limited to expenses for
stationery  (including  business  forms  and  checks),  postage,  telephone  and
telegraph  line  and  toll  charges,  and  premiums  for  negotiable  instrument
insurance and similar items.

         8.  Record  Keeping.  You will maintain records in a form acceptable to
the Fund and in compliance  with the rules and  regulation of the Securities and
Exchange  Commission,  including,  but not  limited to,  records  required to be
maintained by Section 31(a) of the Investment  Company Act of 1940 and the rules
thereunder,  which at all  times  will be the  property  of the Fund and will be
available for inspection and use by the Fund.

         9.  Duty of Care and Indemnification. You will at all times act in good
faith in performing your duties hereunder. You will not be liable or responsible
for delays or errors by reason of circumstances  beyond your control,  including
acts of civil or military authority,  national emergencies,  labor difficulties,
fire,  mechanical breakdown beyond your control,  flood or catastrophe,  acts of
God, insurrection,  war, riots or failure beyond your control of transportation,
communication or power supply.  The Fund will indemnify you against and hold you
harmless  from any and all  losses,  claims,  damages,  liabilities  or expenses
(including  reasonable  counsel  fees and  expenses)  resulting  from any claim,
demand,  action or suit not  resulting  from your bad faith or  negligence,  and
arising  out of,  or in  connection  with,  your  duties  on  behalf of the Fund
hereunder.  In  addition,  the Fund  will  indemnify  you  against  and hold you
harmless  from any and all  losses,  claims,  damages,  liabilities  or expenses
(including  reasonable  counsel  fees and  expenses)  resulting  from any claim,
demand,  action  or suit as a  result  of your  acting  in  accordance  with any
instructions  reasonably  believed  by you  to  have  been  executed  or  orally
communicated  by any  person  duly  authorized  by  the  Fund  or its  Principal
Underwriter,  or as a result of acting in accordance with written or oral advice
reasonably  believed by you to have been given by counsel for the Fund,  or as a
result  of  acting  in  accordance  with any  instrument  or  share  certificate
reasonably  believed by you to have been  genuine and signed,  countersigned  or
executed by any person or persons authorized to sign, countersign or execute the
same (unless  contributed to by your gross negligence or bad faith). In any case
in which the Fund may be asked to indemnify you or hold you  harmless,  the Fund
shall be advised of all pertinent facts concerning the situation in question and
you will use reasonable care to identify and notify the Fund promptly concerning
any  situation  which  presents  or  appears  likely  to  present  a  claim  for
indemnification  against the Fund.  The Fund shall have the option to defend you
against any claim which may be the subject of this  indemnification,  and in the
event that the Fund so elects such defense shall be conducted by counsel  chosen
by the Fund and satisfactory to you and it will so notify you, and thereupon the
Fund shall  take over  complete  defense  of the claim and you shall  sustain no
further  legal  or  other   expenses  in  such  situation  for  which  you  seek
indemnification  under  this  paragraph,  except the  expense of any  additional
counsel  retained  by you.  You will in no case  confess  any  claim or make any
compromise  in any case in which the Fund will be asked to indemnify  you except
with the Fund's prior written  consent.  The  obligations  of the parties hereto
under this paragraph shall survive the termination of this Agreement.

         If any officer of the Fund shall no longer be vested with  authority to
sign for the Fund, written notice thereof shall forthwith be given to you by the
Fund and until receipt of such notice by it, you shall be fully  indemnified and
held harmless by the Fund in recognizing  and acting upon  certificates or other
instruments bearing the signatures or facsimile signatures of such officer.

         10. Insurance.  You will notify the Fund should any of your
insurance coverage, as set forth on Exhibit A hereto, be changed for any
reason, such notification to include the date of change and reason or reasons
therefor.
<PAGE>

         11. Notices.  All notices or other communications hereunder shall be in
writing and shall be deemed sufficient if mailed to either party at the
addresses set forth in this Agreement, or at such other addresses as the parties
hereto may designate by notice to each other.

         12. Further Assurances.  Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.

         13. Use of a Sub- or  Co-Transfer  Agent.  Notwithstanding  any  other
provision of this Agreement,  it is expressly understood and agreed that you are
authorized in the performance of your duties  hereunder to employ,  from time to
time, one or more Sub-Transfer Agents and/or Co-Transfer Agents.

         14. Termination. Neither this Agreement nor any provision hereof may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing, which, except in the case of termination, shall be signed by the
party against which  enforcement of such change waiver or discharge is sought.
Except as otherwise provided in paragraph 4 hereof, this Agreement shall
continue indefinitely until terminated by 90 days' written notice given by the
Fund to you or by you to the Fund,  provided that the Fund may terminate this
Agreement upon 15 days' written notice of termination and election of the right
to purchase the Facility  pursuant to the  provisions  of paragraph 5 hereof.
Upon termination  hereof,  the Fund shall pay you such  compensation as may be
due to you as of the date of such termination, and shall likewise reimburse you
for any costs,  expenses,  and disbursements  reasonably incurred by you to
such date in the  performance of your duties  hereunder.  You agree to cooperate
with the Fund and provide all necessary  assistance in  effectuating  an orderly
transition upon termination of this Agreement.

         15. Successor.  In the event that in  connection  with  termination  a
successor to any of your duties or  responsibilities  hereunder is designated by
the Fund by written notice to you, you will,  promptly upon such termination and
at the expense of the Fund,  transfer to such  successor a certified list of the
shareholders of the Fund (with name,  address and tax  identification  or Social
Security number) an historical record of the account of each shareholder and the
status thereof, and all other relevant books, records, correspondence, and other
data  established or maintained by you under this  Agreement in form  reasonably
acceptable  to the Fund (if such  form  differs  from the form in which you have
maintained  the  same,  the  Fund  shall  pay  any  expenses   associated   with
transferring  the same to such form), and will cooperate in the transfer of such
duties  and  responsibilities,  including  provision  for  assistance  from your
cognizant  personnel in the  establishment  of books,  records and other data by
such successor.

         16. Miscellaneous.  This Agreement  shall be construed and enforced in
accordance with and governed by the laws of the  Commonwealth of  Massachusetts.
The captions in this  Agreement are included for  convenience  of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.  This Agreement may be executed  simultaneously in
two or more  counterparts,  each of which shall be deemed an original but all of
which  taken  together  shall  constitute  one and  the  same  instrument.  This
Agreement  has  been  executed  on  behalf  of the Fund by the  undersigned  not
individually,  but in the  capacity  indicated,  and  the  obligations  of  this
Agreement are not binding upon any of the Trustees or  shareholders  of the Fund
individually, but bind only the trust estate.
<PAGE>

                                       Very truly yours,

                                       MFS GOVERNMENT GUARANTEED
                                         SECURITIES TRUST



                                       By:   RICHARD B. BAILEY
                                             Richard B. Bailey
                                             Title:  Chairman

The foregoing is hereby accepted as of the date thereof.

                                       MASSACHUSETTS FINANCIAL SERVICES
                                         COMPANY



                                       By:   H. ALDEN JOHNSON, JR.
                                             H. Alden Johnson, Jr.
                                             Title:  President

The foregoing is hereby accepted as of the date thereof.

                                       MASSACHUSETTS FINANCIAL SERVICE
                                         CENTER, INC.



                                       By:   BRUCE C. AVERY
                                             Bruce C. Avery
                                             Title:  President


<PAGE>
                                                         EXHIBIT NO. 99.9(b)

                         MFS GOVERNMENT SECURITIES FUND
              500 Boylston Street o Boston o Massachusetts o 02116



                                       August 30, 1993




MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116

Dear Sir/Madam:

         This will confirm our  understanding  that Exhibit B to the Shareholder
Servicing  Agent  Agreement  between us, dated August 1, 1985,  as modified by a
letter  agreement  dated  December  31,  1992,  is  hereby  amended,   effective
immediately, to read in its entirety as set forth on Attachment 1 hereto.

         Please indicate your acceptance of the foregoing by signing below.

                                       Sincerely,

                                       MFS GOVERNMENT SECURITIES FUND




                                       By:    W. THOMAS LONDON
                                              W. Thomas London
                                              Treasurer


Accepted and Agreed:

MFS SERVICE CENTER, INC.



By:      JAMES E. RUSSELL
         James E. Russell
         Treasurer
<PAGE>
                                                              ATTACHMENT 1
                                                              September 7, 1993



                         EXHIBIT B TO THE SHAREHOLDER
                      SERVICING AGENT AGREEMENT BETWEEN
                      MFS SERVICE CENTER, INC. ("MFSC")
                AND MFS GOVERNMENT SECURITIES FUND (the "Fund")



1.   The fees to be paid by the Fund on behalf of its  series  with  respect  to
     Class A shares of each series of the Fund to MFSC,  for MFSC's  services as
     shareholder servicing agent, shall be:

     0.15%of the first $500 million of the assets of the series attributable to
     such class;
     0.12% of the second $500 million of the assets of the series attributable
     to such  class;
     0.09% over $1 billion of the assets of the series attributable to such
     class.

2.   The fees to be paid by the Fund on behalf of its  series  with  respect  to
     Class B shares of each series of the Fund to MFSC,  for MFSC's  services as
     shareholder servicing agent, shall be:

     0.22% of the first $500 million of the assets of the series attributable to
     such class;
     0.18% of the second $500 million of the assets of the series attributable
     to such class;
     0.13% over $1 billion of the assets of the series attributable to such
     class.


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