EXHIBIT NO. 99.8(b)
ADVISOR AGREEMENT
JMR FINANCIAL, INC.
This ADVISOR AGREEMENT (this "Agreement") is between JMR/Financial,
Inc. ("JMR") and Massachusetts Financial Services Company("MFS"). JMR is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended and MFS seeks to engage JMR's services as described below. The terms
of this Agreement are effective as of the date last set forth below (the
"EFFECTIVE DATE").
1 REGISTERED ADVISOR. JMR represents that it is and shall at all times
remain a registered as an Investment Adviser under the Investment
Advisers Act of 1940, as amended.
2 SERVICES. JMR/Financial, Inc. agrees to provide the following
services MFS in support of its Union Standard Trust ("UST") mutual
fund for which MFS serves as investment advisor:
2.1 PROXY VOTING SERVICES
2.1.1 JMR will coordinate with MFS the receipt of monthly data
on the holdings of the Accounts;
2.1.2 JMR will coordinate with the appropriate institution or
institutions the receipt of proxies due the Accounts;
2.1.3 JMR will receive and verify the accuracy of proxies due
the Account. When proxies have not been received or the
correct number of shares is not indicated on the proxy
ballot, JMR will use best efforts to obtain missing
proxies and clarify share discrepancies. However, JMR is
not responsible for voting proxies that it does not
receive;
2.1.4 JMR will research proxy issues;
2.1.5 JMR will vote the proxies in a timely manner consistent
with AFL-CIO standards and the attached proxy voting
guidelines (PVG) as from time to time in effect. However,
JMR does not make elections or assume any responsibility
in connection with mergers, acquisitions, tender offers,
bankruptcy proceedings, or any other occurrences which
may affect the assets;
2.1.6 JMR will provide MFS with detailed, semi-annual reports
in electronic format that identifies the companies voted,
voting positions taken, and justification for those
positions and timeliness with which they were voted;
2.1.7 JMR will provide MFS in electronic format a summary of
the semi-annual reports containing an overview and
analysis of proxy issues contained in the reports;
2.1.7.1 JMR will provide MFS record keeping services for
proxies voted on behalf of the Accounts and in
accordance with U.S. Department of Labor
standards;
2.2 LABOR RESEARCH SERVICES
2.2.1 JMR will research proxy issues as they arise, which are
promulgated by union or ▇▇▇▇-▇▇▇▇▇▇▇ pension fund
shareholders of public companies based in the U.S.
2.2.2 JMR will provide a written analysis of each shareholder
proposal submitted by a union-affiliated or ▇▇▇▇-▇▇▇▇▇▇▇
pension fund investor prior to the annual meeting of each
company subject to such a shareholder proposal. Such
analysis shall be provided by JMR sufficiently in advance
of such meeting to permit the timely voting of such
Proposal.
2.2.3 JMR will advise MFS of other issues occurring in the
labor community that JMR or MFS deems of importance to
MFS.
3 COMPENSATION.
3.1 MFS agrees to compensate JMR for its proxy research
services at an annual rate of $10,000. This fee shall be
paid in two $5,000 installments semi-annually in advance.
For the initial year only, the first installment shall be
$6,000 which shall be paid after execution of this
Agreement and the second installment shall be $4,000.
3.2 MFS agrees to compensate JMR for its proxy voting
services in the annual amount of $2000 for its proxy
voting services as described herein. MFS shall pay JMR an
additional $1000 a year for each separate client account
for which JMR assumes proxy voting responsibility. This
fee shall be paid quarterly beginning 3 calendar months
after the date of execution of this Agreement. The fee
for separate client accounts for which JMR assumes proxy
voting responsibility in the middle of a quarter, shall
be pro-rated for such quarter.
3.3 MFS agrees to reimburse JMR for all reasonable,
documented and pre-approved (in writing) costs associated
with travel and accommodations incurred by JMR while
attending meetings, conferences and other events at MFS
offices in Boston, Massachusetts and at other locations
for the purpose of fulfilling the terms of this contract.
3.4 JMR shall provide invoices for all fees due hereunder.
4 LIABILITY. MFS agrees that, to the extent permitted by
applicable law, neither JMR nor any employee of JMR shall be
liable for any loss due to an error in judgment or for any act
or omission to act by JMR, except for losses resulting from
JMR's or such employee's negligence, misconduct or malfeasance.
The federal securities laws and ERISA impose liabilities under
certain circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a waiver or
limitation of any rights which the parties may have under any
federal or state securities laws, or ERISA, if applicable.
5 WARRANTY. JMR represents, warrants and covenants that (i) its
services provided hereunder will be in accordance with all
applicable federal, state and self-regulatory organization laws,
rules and regulations; (ii) its services will be performed in
accordance with the PVG and as set forth herein; and (iii) it
shall maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the duties
hereunder and that it shall make such records available to MFS
upon its request.
6 RELATIONSHIP OF THE PARTIES. It is understood and agreed that
JMR shall perform its services hereunder as an independent
contractor and not as an agent of MFS.
7 INDEMNIFICATION. JMR agrees to indemnify, defend and hold
harmless MFS, the UST and their affiliates, and each of their
directors, trustees, officers, employees, agents and each
person, if any, who controls them (collectively the
"Indemnitees") against any losses, claims, damages, liabilities
or expenses (including without limitation attorneys' fees) to
which an Indemnitee may become subject insofar as those losses
claims, damages, liabilities or expenses (or actions in respect
thereof), arise out of or are based upon the provision of
services hereunder or any breach of any representation, warranty
or covenant made herein.
8 TERMINATION AND ASSIGNMENT
8.1 This Agreement may be terminated by either party at any
time upon ninety (90) days' prior written notice to the
other party. Such termination shall be without the
payment of any penalty and without liability of either
party to the other, except for any compensation due in
accordance with Section 3.
8.2 No assignment (as defined in the Investment Advisers Act
of 1940) of this Agreement by JMR shall be effective
without the written consent of MFS.
9 NOTICES. Any notice, report or other written communication
provided for herein shall be effective when received and shall
be communicated in writing and mailed to JMR or MFS at the
addresses listed below, unless either party notifies the other
in writing of a different address.
10 DISCLOSURE STATEMENT.
10.1 MFS acknowledges having received of the JMR's SEC Form
ADV Part II at least 48 hours prior to MFS's execution of
this Agreement.
10.2 MFS authorizes JMR to list MFS as a client, provided,
however that JMR shall not disclose any further
information concerning its relationship with MFS without
MFS' express prior written consent.
11 CONFIDENTIALITY. MFS shall disclose information to JMR that MFS
considers to be secret or proprietary. Such proprietary
information shall include without limitation, information
concerning MFS and its affiliates, clients and the UST
investment holdings and all other business information related
to MFS, its affiliates and the UST. JMR agrees to hold the
Proprietary Information in confidence and to treat the
Proprietary Information with at least the same degree of care
and safeguards that it takes with its own highly confidential
proprietary information. Proprietary Information shall be used
by JMR only in connection with services rendered under this
Agreement. Proprietary Information shall not be deemed to
include information that (a) is in or becomes in the public
domain without violation of this Agreement by JMR, or (b) is
already in the possession of JMR as evidenced by written
documents, prior to the disclosure thereof by MFS, or (c) is
rightfully received from a third entity having no obligation to
MFS and without violation of this Agreement by JMR.
12 MISCELLANEOUS. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof as
of the Effective Date and supersedes all prior agreements,
negotiations, representations and proposals written or oral.
This Agreement shall bind and inure to the benefit of each
party, and except as otherwise expressly provided to the
contrary herein, each of their respective heirs, successors and
assigns. The laws of the Commonwealth of Massachusetts shall
control all matters related to this Agreement and shall apply to
the extent not pre-empted by the laws of the United States of
America. This Agreement may be amended only by written agreement
executed by both MFS and JMR.
IN WITNESS HEREOF, the undersigned has executed and delivered this
Agreement as of this 8th day of October, 1998 (the "Effective Date").
Massachusetts Financial Services Company
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Agreed and accepted as of the effective date.
JMR/Financial, Inc.
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