Exhibit 99.8(f)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
dated this 1st day of March, 1997, as amended effective:
April 1, 1999
EXHIBIT A, AS REVISED:
July 26, 2005 (Addition of MFS Series Trust XII)
April 25, 2006 (Addition of MFS Series Trust XIII and
MFS Diversified Income Fund)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
MASTER ADMINISTRATIVE SERVICES AGREEMENT dated this 1st day of March, 1997, as
amended effective April 1, 1999, by and among Massachusetts Financial Services
Company, 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 Funds have entered into Investment Advisory Agreements with the
Administrator (the "Advisory Agreements") pursuant to which the Administrator
provides investment advisory services to the Funds;
WHEREAS, the Advisory Agreements recite that the Administrator will bear
certain expenses associated with the provision of investment advisory services
and that the Funds will bear their own expenses, including expenses of legal
counsel to the Funds, expenses connected with the execution, recording and
settlement of the Funds' portfolio security transactions and expenses of
calculating the Funds' net asset values;
WHEREAS, the Administrator, at its expense, has provided a variety of
administrative services to the Funds for the benefit of the Funds and their
shareholders; and
WHEREAS, the Funds desire to retain the Administrator to render certain legal,
financial administration and other administrative services to the Funds in the
manner and on the terms and conditions hereinafter set forth;
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. Subject to the limitations set forth in the second
paragraph of Section 3 of this Agreement, the Administrator shall render to
each Fund the financial administration services set forth on Exhibit B hereto
(the "Financial Administration Services"), the legal services set forth on
Exhibit C hereto (the "Legal Services") and the other administrative services
set forth on Exhibit D hereto ("Other Administrative Services") (the Financial
Administration Services, Legal Services and Other Administrative Services are
collectively referred to as the "Administrative Services").
The Administrative Services provided by the Administrator to each Fund
may not include all Administrative Services required by the Fund, due to a
number of considerations, including, without limitation, the Administrator's
level of work flow, staffing and resources, the specialized or unique nature of
the Administrative Services and the relative priorities of such Administrative
Services. The Administrator may, on behalf of each Fund, arrange for or engage
outside legal counsel, accounting or auditing firm or any other outside service
provider or vendor (collectively, "third party vendors") to perform
Administrative Services for the Fund, and the Fund will bear the expense of any
such third party vendors; provided however, that the Administrator shall
promptly inform the Fund's governing board in the event any third party vendor
is engaged to perform Administrative Services for a Fund on a basis that is
expected to generate significant expenses for a Fund.
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. Each Fund shall pay the Administrator a fee as agreed to
from time to time and as set forth in Exhibit E hereto (the "Administrative
Fee"). 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
services provided, the Administrator's costs in providing such services,
amounts paid to third party vendors pursuant to the arrangement described in
Section 1 and the amount paid by the Fund to the Administrator pursuant to this
Agreement (including the extent to which such amount 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 required by a Fund or which are being
furnished by the Administrator at March 1, 1997. In the event that, subsequent
to March 1, 1997, because of regulatory developments, or new or modified
business or industry practices, the Fund requires services in addition to the
Administrative Services, at the request of the Fund, the Administrator will
consider furnishing such additional 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 Financial Administration
Services, negligence, and, in the case of Legal Services and Other
Administrative Services, 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 at any time, without payment of any penalty, by the Board of
Directors/Trustees which oversees the Fund upon sixty (60) 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.
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.
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 MFS Family of Funds,
MFS Closed-End Funds and MFS
Institutional Funds listed on
Exhibit A hereto
By: XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Trustee
On behalf of the MFS/Sun Life Series
Trust and Compass Products listed on
Exhibit A hereto
By: XXXX X. XXXXXX
--------------------------------
Xxxx X. XxXxxx
Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXXX X. XXXXXX
--------------------------------
Xxxxxxx X. Xxxxxx
Chairman
Exhibit 99.8(f)
Revised as of April 25, 2006
MASTER ADMINISTRATIVE SERVICES AGREEEMENT - EXHIBIT A
FUNDS
I. MFS FAMILY OF FUNDS
MFS Series Trust I:
MFS Cash Reserve Fund
MFS Core Equity Fund
MFS Core Growth Fund
MFS New Discovery Fund
MFS Research International Fund
MFS Strategic Growth Fund
MFS Technology Fund
MFS Value Fund
MFS Series Trust II:
MFS Emerging Growth Fund
MFS Series Trust III:
MFS High Income Fund
MFS High Yield Opportunities Fund
MFS Municipal High Income Fund
MFS Series Trust IV:
MFS Government Money Market Fund
MFS Mid Cap Growth Fund
MFS Money Market Fund
MFS Municipal Bond Fund
MFS Series Trust V:
MFS International New Discovery Fund
MFS Research Fund
MFS Total Return Fund
MFS Series Trust VI:
MFS Global Equity Fund
MFS Global Total Return Fund
MFS Utilities Fund
MFS Series Trust VII:
MFS Capital Opportunities Fund
MFS Series Trust VIII:
MFS Global Growth Fund
MFS Strategic Income Fund
MFS Series Trust IX:
MFS Bond Fund
MFS Inflation-Adjusted Bond Fund
MFS Intermediate Investment Grade Bond Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS Research Bond Fund
MFS Research Bond Fund J
MFS Series Trust X:
MFS Aggressive Growth Allocation Fund
MFS Conservative Allocation Fund
MFS Emerging Markets Debt Fund
MFS Emerging Markets Equity Fund
MFS Floating Rate High Income Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS International Growth Fund
MFS International Value Fund
MFS Moderate Allocation Fund
MFS New Endeavor Fund
MFS Strategic Value Fund
MFS Series Trust XI:
MFS Mid Cap Value Fund
MFS Union Standard Equity Fund
MFS Series Trust XII:
MFS Lifetime Retirement Income Fund
MFS Lifetime 2010 Fund
MFS Lifetime 2020 Fund
MFS Lifetime 2030 Fund
MFS Lifetime 2040 Fund
MFS Series Trust XIII:
MFS Government Securities Fund
MFS Diversified Income Fund
MFS Municipal Series Trust:
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund
MFS Florida Municipal Bond Fund
MFS Georgia 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 Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
MFS Municipal Income Fund
MFS Growth Opportunities Fund
Massachusetts Investors Growth Stock Fund
MFS Government Limited Maturity Fund
Massachusetts Investors Trust
II. MFS Closed-End Funds
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
III. MFS Institutional Funds
MFS Institutional Trust:
MFS Institutional International Equity Fund
MFS Institutional International Research Equity Fund
MFS Institutional Large Cap Growth Fund
MFS Institutional Large Cap Value Fund
MFS Variable Insurance Trust:
MFS Capital Opportunities Series
MFS Emerging Growth Series
MFS Global Equity Series
MFS High Income Series
MFS Investors Growth Stock Series
MFS Investors Trust Series
MFS Mid Cap Growth Series
MFS Money Market Series
MFS New Discovery Series
MFS Research Bond Series
MFS Research International Series
MFS Research Series
MFS Strategic Income Series
MFS Total Return Series
MFS Utilities Series
MFS Value Series
IV. MFS/Sun Life Series Trust
Bond Series
Capital Appreciation Series
Capital Opportunities Series
Core Equity Series
Emerging Growth Series
Emerging Markets Equity Series
Global Governments Series
Global Growth Series
Global Total Return Series
Government Securities Series
High Yield Series
International Growth Series
International Value Series
Massachusetts Investors Growth Stock Series
Massachusetts Investors Trust Series
Mid Cap Growth Series
Mid Cap Value Series
Money Market Series
New Discovery Series
Research International Series
Research Series
Strategic Growth Series
Strategic Income Series
Strategic Value Series
Technology Series
Total Return Series
Utilities Series
Value Series
V. Compass Products
Capital Appreciation Variable Account
Global Governments Variable Account
Government Securities Variable Account
High Yield Variable Account
Money Market Variable Account
Total Return Variable Account
