EXHIBIT NO. 99.8(g)
MASTER 529 ADMINISTRATIVE SERVICES AGREEMENT
MASTER 529 ADMINISTRATIVE SERVICES AGREEMENT dated this 1st day of August 2002,
by and among MFS Fund Distributors, Inc., a Delaware corporation (the
"Administrator"), and each of the funds (or trusts acting on behalf of their
series) identified from time to time on EXHIBIT A hereto (each a "Fund" and
collectively the "Funds").
W I T N E S S E T H:
WHEREAS, the Administrator intends to serve as a program manager to the MFS 529
Savings Plan Trust (the "Educational Trust"), and develop a qualified tuition
program pursuant to Section 529 of the Internal Revenue Code of 1986 (the
"Program") pursuant to a Program Management Agreement between the Administrator
and the State of Oregon acting by and through the Oregon Qualified Tuition
Savings Board (the "Program Management Agreement");
WHEREAS, the Funds desire to offer their Class 529A, 529B and 529C shares (the
"529 share classes") as underlying funding options to account owners who
participate in the Program;
WHEREAS, the Funds recognize that the administrative services rendered by the
Administrator to the Educational Trust pursuant to the Program Management
Agreement benefit the Funds;
WHEREAS, in consideration for the Administrator's rendering these services to
which the Funds benefit, the Funds are willing to provide compensation to the
Administrator as set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto and hereinafter set forth, the parties covenant and agree as
follows:
1. ADMINISTRATIVE SERVICES. The Administrator shall render the services
specified in the Program Management Agreement, and such other services as
reflected in future amendments to that Agreement from time to time (the
"Administration Services"). These Administrative Services include recordkeeping,
tax reporting and account services for account owners who participate in the
Program, which the Funds recognize are services the Funds or their agents would
provide if the account owner invested directly in the Funds rather than through
the Educational Trust.
2. MAINTENANCE OF BOOKS AND RECORDS. With respect to the provision of
Administrative Services, the Administrator will preserve for each Fund that is
registered as a registered investment company with the Securities and Exchange
Commission (the "SEC") all records required to be maintained as prescribed by
the rules and regulations of the SEC in the manner and for the time periods
prescribed by such rules. The Administrator agrees that all such records shall
be the property and under the control of each Fund for which they are maintained
and shall be made available, within five business days of any request therefor,
to the Fund's Board of Trustees or auditors during regular business hours at the
Administrator's offices. In the event of termination of this Agreement for any
reason, all such records shall be returned, without charge, promptly to the
appropriate Fund, free from any claim or retention of rights by the
Administrator, except that the Administrator may retain copies of such records.
3. ADMINISTRATIVE FEE. In consideration for the rendering of the Administrative
Services, each Fund shall pay the Administrator a fee equal on an annual basis
up to 0.35% attributable solely to the assets of the Fund's Class 529A, 529B and
529C shares purchased through the Program as agreed to from time to time between
the Funds and the Administrator (the "Administrative Fee"). In no event shall
the Administrative Fee be used for the purpose of distributing or marketing fund
shares, including but not limited to advertising, compensation of underwriters,
dealers and sales personnel, the printing and mailing of prospectuses to other
than current account holders and the printing and mailing of sales literature.
The Administrative Fee shall be accrued for each calendar day and the sum of the
daily fee accruals shall be paid monthly to the Administrator on the second to
last business day of each calendar month. If this Agreement becomes effective or
terminates before the end of any calendar month, the Administrative Fee for the
period from the effective date to the end of such calendar month or from the
beginning of such calendar month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
The governing board of each Fund will, on an annual basis, review the
Adminsitrative Services and the Administrative Fee (including the extent to
which such Fee is greater or lesser than the Administrator's costs in providing
such Services) and such other information as such board may reasonably request.
4. SCOPE OF ADMINISTRATIVE SERVICES; REGULATORY AND BUSINESS AND INDUSTRY
PRACTICE DEVELOPMENTS. The Administrative Services to be furnished by the
Administrator include only those services described in the Program Management
Agreement. In the event that because of regulatory developments, or new or
modified business or industry practices, the Funds require services in addition
to the Administrative Services, the Administrator will consider furnishing such
additional
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services, with compensation for such additional services to be agreed upon with
respect to each such occasion as it arises.
5. NON-EXCLUSIVITY. The services of the Administrator to the Funds hereunder are
not to be deemed exclusive and the Administrator shall be free to render similar
services to others.
6. STANDARD OF CARE. Neither the Administrator, nor any of its directors,
officers, stockholders, agents or employees, shall be liable or responsible to
any Fund or its shareholders for any error of judgment, mistake of law or any
loss arising out of any act or omission in the performance by the Administrator
of its duties under this Agreement, except for liability resulting from (a)
willful misfeasance, (b) bad faith, (c) in the case of Administration Services
that do not involve the provision of legal advice, negligence, and, in the case
of Administrative Services that involve the provision of legal advice, gross
negligence, in each case on the Administrator's part or (d) from reckless
disregard by the Administrator of its obligations and duties under this
Agreement.
7. TERM, TERMINATION, AMENDMENT AND ASSIGNMENT. This Agreement shall begin on
the date first written above and shall continue indefinitely. The Agreement may
be terminated with respect to any Fund at any time, without payment of any
penalty, by the Board of Trustees which oversees the Funds upon one hundred and
twenty (120) days' written notice to the Administrator. This Agreement may be
terminated by the Administrator with respect to any Fund at any time upon sixty
(60) days' written notice to the Fund. This Agreement may be amended at any time
by a written agreement executed by each party hereto and may be assigned with
respect to any Fund only with the written consent of the Fund and the
Administrator.
8. MISCELLANEOUS.
A. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
B. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the domestic substantive laws of
The Commonwealth of Massachusetts, without giving effect to any
conflicts or choice of laws rule or provision that would result in
the application of the domestic substantive laws of any other
jurisdiction.
C. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
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D. JOINDER OF FUNDS. In the event that additional funds are created
from time to time which desire to retain the Administrator to
provide them with Administration Services pursuant to this
Agreement, the Administrator and the additional fund may jointly
amend Schedule A hereto to add the additional fund, and the
additional fund shall thereafter be deemed a "Fund" for all
purposes of this Agreement. The consent of the other parties to
this Agreement shall not be required to amend Schedule A hereto.
E. SCOPE OF FUND'S OBLIGATIONS. A copy of the Declaration of Trust of
each Fund (or trust of which the Fund is a series) organized as a
Massachusetts business trust (each a "Trust"), is on file with the
Secretary of State of The Commonwealth of Massachusetts. The
Administrator acknowledges that the obligations of or arising out
of this Agreement are not binding upon any of a Trust's trustees,
officers, employees, agents or shareholders individually, but are
binding solely upon the assets and property of the Trust in
accordance with its proportionate interest thereunder and
hereunder. If this Agreement is executed by the Trust on behalf of
one or more series of the Trust, the Administrator further
acknowledges that the assets and liabilities of each series of the
Trust are separate and distinct and that the obligations of or
arising out of this Agreement are binding solely upon the assets or
property of the series on whose behalf the Trust has executed this
Agreement. The Administrator also agrees that the obligations of
each Fund hereunder shall be several and not joint, in accordance
with its proportionate interest hereunder, and agrees not to
proceed (by way of claim, set-off or otherwise) against any Fund
for the obligations of another Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affiliated, as of the date first written above.
ON BEHALF OF THE FUNDS LISTED ON EXHIBIT A HERETO
By: XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Trustee
MFS FUNDS DISTRIBUTOR, INC.
By: XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President
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AS OF AUGUST 1, 2002
EXHIBIT A
FUNDS
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Cash Reserve Fund
MFS Value Fund
MFS Strategic Growth Fund
MFS New Discovery Fund
MFS Research International Fund
MFS Series Trust II
MFS Emerging Growth Fund
MFS Series Trust III
MFS High Income Fund
MFS Series Trust IV
MFS Mid Cap Growth Fund
MFS Series Trust V
MFS Total Return Fund
MFS Research Fund
MFS International New Discovery Fund
MFS Series Trust VII
MFS Capital Opportunities Fund
MFS Series Trust IX
MFS Limited Maturity Fund
MFS Bond Fund
MFS Research Bond Fund
MFS Series Trust X
MFS Strategic Value Fund
MFS Conservative Asset Allocation Fund
MFS Moderate Asset Allocation Fund
MFS Aggressive Growth Asset Allocation Fund
MFS Growth Asset Allocation Fund
MFS Series Trust XI
MFS Mid Cap Value Fund
