EXHIBIT NO. 99.7(b)
AMENDMENT OF THE AGREEMENTS
SET FORTH ON EXHIBIT A ATTACHED HERETO
Each of the registered investment companies (each, a Fund or, collectively, the
Funds) that is party to any of the agreements set forth on Exhibit A hereto, as
such agreements may be amended from time to time (each, an Agreement or,
collectively, the Agreements), and JPMorgan Chase Bank, National Association (
JPMorgan or Recipient ) hereby agree, effective as of December 31, 2004, that
each Agreement shall be amended to include the following Confidentiality
Provision:
Confidentiality; Survival of Obligation. Each party hereto agrees that
it shall treat confidentially the terms and conditions of the
Agreements where the same are not disclosed pursuant to regulatory
obligation. Recipient agrees that it shall treat confidentially
information relating to portfolio holdings and related information of
any client account of Massachusetts Financial Services Company ( MFS
), its subsidiaries and its affiliated companies ( collectively MFS
Affiliates ), including without limitation portfolio holdings and
related information with respect to any investment company, wrap
account, separate account or composite account managed, advised or
sub-advised by MFS Affiliates that is obtained, received or acquired
by Recipient while on MFS Affiliates premises or obtained, received or
acquired by Recipient by or through MFS or an MFS Affiliate (
Confidential Information ). Recipient agrees that it will use the
Confidential Information exclusively in connection with its provision
of services for MFS as set forth herein and not for any other purpose
unless agreed to in writing by MFS, and the Confidential Information
shall be available or made known only to those employees of Recipient
that (i) have been made aware of the obligations of confidentiality
set forth herein; and (ii) have a need to know the information in
connection with the performance of their duties and responsibilities
as set forth herein; it being understood that disclosure of
Confidential Information by Recipient to third parties may be required
in connection with the performance of services by Recipient
(including, but not limited to, disclosure to Depositories,
Subcustodians, and Securities Borrowers). (Recipient confirms that
disclosures to: (a) Depositories and Subcustodians would not, in the
normal course in the large majority of markets, reveal that a
particular position held by Recipient with such entities was being
held on behalf of MFS; and (b) Borrowers of the identity of the lender
of specific Securities would not normally be made unless requested by
the Borrower, but it is understood and agreed that, in connection with
the lender disclosure project that is being developed by the
securities lending industry at the behest of the Securities and
Exchange Commission, disclosures would routinely be made at the
inception of a loan (but not before) once that project has been
implemented. Without limiting the foregoing, Recipient shall not use
the Confidential Information in any internal or external product or
other service that is used or provided by Recipient (unless the
recipient of the Information would not be able to identify the
Information as being attributable to MFS); provided that, Confidential
Information may be so used with respect to any internal or external
product or service that is used or provided by Recipient solely to
provide the services as set forth herein. In no event shall Recipient
or any of its affiliates to whom the Confidential Information has been
disclosed pursuant to this Confidentiality Provision, trade in any
securities based upon the Confidential Information. Recipient
acknowledges that it has a Code of Conduct in place applicable to its
employees that addresses the confidentiality of customer information
generally, and securities trading in particular. The foregoing shall
not be applicable to any information that is: (a) publicly available
when provided or thereafter becomes publicly available other than
through a breach of an Agreement, (b) independently derived by
Recipient without the use of any Confidential Information provided by
the other party hereto in connection with an Agreement, (d) obtained
by the Recipient from a third party, said party not being known to the
Recipient to be under any obligation of confidentiality to the Funds
with respect to such information, (e) disclosed in connection with the
exercise of any remedies under an Agreement or any suit, action or
proceeding relating to an Agreement, (f) required in any legal or
regulatory proceeding, investigation, audit, examination, subpoena,
civil investigative demand or other similar process, or required by
operation of law or regulation by a regulatory entity with
jurisdiction over one or both of the parties; or (g) disclosed upon
prior written notice to and consent from the other party. Recipient
will take reasonable precautions in accordance with procedures it
follows with respect to its own important confidential information to
prevent unauthorized disclosure of the Confidential Information.
Notwithstanding anything contained herein to the contrary, the
provisions of this Confidentiality Provision shall survive any
termination or expiration of an Agreement for a period of three (3)
years.
For the avoidance of doubt, Section 10.6 of the Global Custody
Agreement set forth on Exhibit A attached hereto is deleted and is
hereby replaced with this Confidentiality Provision.
XX XXXXXX XXXXX BANK, EACH OF THE FUNDS THAT ARE PARTY TO
NATIONAL ASSOCIATION THE AGREEMENTS LISTED ON EXHIBIT A
ATTACHED HERETO
By: XXXXX X. XXXXX By: XXXXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Treasurer of Each of the Funds
EXHIBIT A
LIST OF AGREEMENTS
1. Securities Lending Authorization Agreement, dated October 27, 1999, among
the entities identified on Schedule B attached thereto, on behalf of their
series, as applicable (each a Fund ), and XX Xxxxxx Chase Bank, N.A.
(formerly known as The Chase Manhattan Bank).
2. Global Custody Agreement, dated July 2, 2001, among the customers identified
on Exhibit A thereto as JPMorgan Portfolios and JPMorgan Chase Bank, N.A.
(formerly known as XX Xxxxxx Xxxxx Bank).
3. Global Custody Agreement, dated June 11, 2004, between JPMorgan Chase Bank,
N.A. (formerly known as JPMorgan Chase Bank) and each of MFS Core Plus
Research Fixed Income LLC, MFS Global Equity LLC and MFS Emerging Markets
Debt LLC.
4. Administrative Services Agreement, dated June 11, 2004, with the same
parties as in 3 immediately above.
