EXHIBIT NO. 99.8(f)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
Revised as of May 1, 2002
EXHIBIT A
FUNDS
I. MFS FAMILY OF FUNDS
MFS Series Trust I:
MFS Cash Reserve Fund
MFS Core Growth Fund
MFS Global Asset Allocation Fund
MFS Global Telecommunications Fund
MFS Japan Equity Fund MFS Managed Sectors Fund
MFS New Discovery Fund
MFS Research Growth and Income Fund
MFS Research International Fund
MFS Strategic Growth Fund
MFS Technology Fund
MFS Value Fund
MFS Series Trust II:
MFS Emerging Growth Fund
MFS Large Cap 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 International Strategic Growth Fund
MFS International Value 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 Global Governments Fund
MFS Series Trust VIII:
MFS Global Growth Fund
MFS Strategic Income Fund
MFS Series Trust IX:
MFS Bond Fund
MFS Emerging Opportunities Fund
MFS Intermediate Investment Grade Bond Fund
MFS Large Cap Value Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS Research Bond Fund
MFS Series Trust X:
MFS Aggressive Growth Allocation Fund
MFS Conservative Allocation Fund
MFS Emerging Companies Fund
MFS Emerging Markets Debt Fund
MFS Emerging Markets Equity Fund
MFS European Equity Fund
MFS Fundamental Growth Fund
MFS Gemini Large Cap U.S. Fund
MFS Gemini U.K. Fund
MFS Global Conservative Equity Fund
MFS Global Health Sciences Fund
MFS Government Mortgage Fund
MFS Growth Allocation Fund
MFS High Income Advantage Fund
MFS Income Fund
MFS International ADR Fund
MFS International Core Equity Fund
MFS International Growth Fund
MFS International Investors Trust
MFS Moderate Allocation Fund
MFS New Endeavor Fund
MFS Select Growth Fund
MFS Strategic Value 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 Massachusetts High Income Tax Free Fund
MFS New York High Income Tax Free Fund
MFS Growth Opportunities Fund
MFS Government Securities 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 Core Equity Fund
MFS Institutional Emerging Equities Fund
MFS Institutional High Yield Fund
MFS Institutional International Equity Fund
MFS Institutional International Research Equity Fund
MFS Institutional Large Cap Growth Fund
MFS Institutional Large Cap Value Fund
MFS Institutional Mid Cap Growth Fund
MFS Institutional Real Estate Investment Fund
MFS Institutional Research Fund
MFS Series Trust XI:
MFS Mid Cap Value Fund
MFS Union Standard Equity Fund
Vertex Contrarian Fund
Vertex International Fund
MFS Variable Insurance Trust:
MFS Bond Series
MFS Capital Opportunities Series
MFS Emerging Growth Series
MFS Global Equity Series
MFS High Income Series
MFS Mid Cap Growth Series
MFS Money Market Series
MFS New Discovery Series
MFS Research Series
MFS Strategic Income Series
MFS Total Return Series
MFS Utilities Series
IV. MFS/Sun Life Series Trust
Bond Series
Capital Appreciation Series
Capital Opportunities Series
Emerging Growth Series
Emerging Markets Equity Series
Global Asset Allocation Series
Global Governments Series
Global Growth Series
Global Telecommunications Series
Global Total Return Series
Government Securities Series
High Yield Series
International Growth Series
International Investors Trust Series
Managed Sectors 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 Growth and Income 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
Managed Sectors Variable Account
Money Market Variable Account
Total Return Variable Account
EXHIBIT B
FINANCIAL ADMINISTRATION SERVICES
The Administrator shall perform the following Financial Administration
Services for each Fund:
A. GENERAL SERVICES.
1. Prepare such financial information of the Fund as is
reasonably necessary for reports to shareholders of the Fund,
reports to the Fund's governing board and officers, and
reports to appropriate regulatory authorities including,
without limitation, prospectuses, shareholder reports,
shareholder notices, proxy statements and other periodic
reports and render statements or copies of records as from
time to time are reasonably requested by the Fund.
2. Facilitate audits of accounts by the Fund's independent
public accountants or by any of the auditors employed or
engaged by the Fund or by any regulatory body with
jurisdiction over the Fund. Coordinate with, and monitor the
performance of, the custodian banks retained by the Fund to
perform the necessary custodial services for the Fund
including, without limitation, the safekeeping of the funds
and securities.
3. Negotiate contracts for computing the Fund's net asset value
per share, and, if applicable, its public offering price
and/or its daily dividend rates and money market yields and
other investment performance quotations, in accordance with
sub-paragraph C below, and notify the Fund and such other
persons as the Fund may reasonably request of the net asset
value per share, the public offering price and/or its daily
dividend rates and money market yields and other investment
performance quotations.
B. VALUATION OF SECURITIES. The Administrator shall ensure that the value
of the Fund's securities is computed in accordance with governing law, rules
and regulations, the Fund's governing instruments and subject to the oversight
and direction of the Fund's governing body. The Administrator may use one or
more external pricing services in computing the value of a Fund's securities,
including broker/dealers, provided that the Fund's governing body or an
individual designated by the Fund's governing body has approved the use of such
pricing services.
C. COMPUTATION OF NET ASSET VALUE, PUBLIC OFFERING PRICE, DAILY DIVIDEND
RATES AND PERFORMANCE QUOTATIONS. The Administrator shall assure that the
Fund's net asset value, net income, public offering price, dividend rates and
money market yields, if applicable, and other investment performance quotations
are calculated in a manner and at such time or times as the Fund shall direct
and in accordance with governing law, rules and regulations and the Fund's
governing instruments and subject to the oversight and direction of the Fund's
governing board.
D. OTHER FINANCIAL ADMINISTRATION SERVICES. In addition, the Administrator
shall provide the following Financial Administration Services:
(1) Provide Treasurers or Assistant Treasurers to serve as officers
of the Fund;
(2) Coordinate the meetings of the Audit Committees, assure that
meetings are scheduled and that agendas are prepared; participate
in meetings of the Audit Committee;
(3) Review contracts and negotiate fees for the Fund for services
such as independent audit fees, custodian fees, transfer agent
fees and the fees of other service providers to the Fund;
(4) Oversee the preparation of accounting records required to be
maintained by the Fund. Assure that any audit of Fund records is
coordinated and completed timely;
(5) Direct the preparation of Fund Financial Statements and
Footnotes. Assure that all statements and disclosures are in
accordance with generally accepted accounting principles and that
disclosures meet current regulatory or accounting requirements;
(6) Assure that all distributions of the Fund meet the distribution
and excise tax requirements to assure qualification and to
minimize taxes paid by the Fund;
(7) Establish the tax policies and procedures for the Fund; maintain
procedures and policies with respect to tax matters; maintain tax
accounting records of the Fund; complete or review tax returns
and excise tax forms for the Fund; assist in preparing the
1099-DIV information delivered to shareholders;
(8) Complete materials for the governing board of the Fund, including
materials for board meetings and in connection with the renewal
of investment advisory and distribution contracts;
(9) Direct the accrual of Fund expenses; review and approve all
invoices submitted to the Fund; and
(10) Perform or arrange for the performance of all other Financial
Administration Services required of the Fund.
EXHIBIT C
LEGAL SERVICES
The Administrator shall provide the following Legal Services to each
Fund:
A. ORGANIZATIONAL MATTERS AND INITIAL REGISTRATION. The Administrator
shall perform the following functions relating to the organization and initial
registration of the Fund:
o Draft and file with appropriate regulatory authorities the Fund's
charter documents;
o Draft, negotiate and file with appropriate regulatory authorities
the Fund's service contracts;
o Prepare and file the Fund's registration statement or other similar
registration documentation with appropriate regulatory authorities
(the "Registration Statement") and negotiate with such regulatory
authorities; and
o Otherwise arrange for and oversee registration and qualification of
the Fund's shares.
B. ONGOING REGULATORY FILINGS, REPORTS AND MEETINGS. The Administrator
shall perform the following functions relating to ongoing regulatory filings,
reports and meetings of the Fund:
o Prepare and file with appropriate regulatory authorities amendments
to the Fund's Registration Statement;
o Prepare and file with appropriate regulatory authorities supplements
to the Fund's prospectus and statement of additional information;
o Design and write documents or materials required to be prepared by
or on behalf of the Fund for distribution to shareholders of the
Fund, the Fund's governing board and officers and any governmental
officers or commissions as required of the Fund and not otherwise
provided for under this Agreement including, without limitation,
prospectuses, shareholder reports, shareholder notices and proxy
statements;
o Prepare and file or oversee preparation and review and provide legal
guidance on the Fund's annual, semi-annual and other periodic
reports;
o Prepare and file or oversee preparation and provide legal guidance
on the Fund's tax filings and reports;
o Prepare and file with appropriate regulatory authorities the Fund's
proxy statement and negotiate with such regulatory authorities;
o Prepare and file with appropriate regulatory authorities various
reports in order to maintain the Fund's status in good standing;
o Arrange for shareholders' meetings;
o Prepare the Fund's representatives who will attend shareholder
meetings and all necessary materials in connection with such
meetings including, without limitation, a written script for such
meetings, shareholder minutes and any follow-up documents; and
o Attend shareholder meetings.
C. SECURITIES TRADING AND INVESTMENT PRACTICES. The Administrator shall
perform the following functions relating to the Fund's securities trading and
investment practices:
o Review and negotiate private placement and municipal securities
offering documentation and provide legal guidance on transfer
restrictions;
o Provide guidance on legal considerations relating to the purchase of
foreign securities;
o Draft and negotiate documentation necessary to permit the Fund to
engage in a variety of derivative and securities trading practices
and provide legal guidance with respect to these practices;
o Negotiate the Fund's line of credit documentation; and
o Provide legal guidance on applicable laws regulating the types and
levels of ownership of securities by the Fund.
D. REGULATED ACTIVITIES. Applicable securities laws regulate numerous
aspects of the Fund's business, including such matters as the Fund's:
prospectus disclosure; investment activities; affiliated transactions;
investment in senior securities; sales, redemptions and exchanges; distribution
of income and capital gains; distribution of Fund shares; board composition;
code of ethics; fidelity bond; custodial services; and investment advisory and
distribution contracts. The Administrator will provide the Fund with legal
guidance with respect to these matters and to the general application of
securities laws to the Fund's business.
E. TAX CONSIDERATIONS. The Administrator shall perform the following
functions relating to the application of tax rules to the Fund:
o Provide legal guidance with respect to the application of tax rules
to the Fund and analyze from a tax perspective new types of
securities purchased by the Fund, new investment practices engaged
in by the Fund and new investment products or practices adopted by
the Fund; and
o Draft and/or review sections of the Fund's prospectus describing the
tax consequences of an investment in the Fund.
F. BOARD CONSIDERATIONS. The Administrator shall perform the following
functions with respect to the Fund's governing board:
o Provide advice concerning applicable rules governing the composition
of the Fund's governing board;
o Coordinate, prepare materials for and attend board and committee
meetings and coordinate any follow up issues; and
o Provide guidance and prepare materials on legal issues relevant to
the Fund's business.
G. MISCELLANEOUS/EXTRAORDINARY EVENTS. The Administrator shall perform the
following miscellaneous functions for the Fund:
o Provide legal guidance with respect to litigation brought by the
Fund and against the Fund and negotiate litigation settlements and
pre-litigation settlements and work-out arrangements;
o Obtain the required documentation to be filed in connection with any
lawsuits against the Fund and provide information or expertise on
administrative matters affecting such litigation;
o Provide legal guidance on alternative distribution structures for
the Fund's shares (such as the adoption of a multiple class
structure);
o Review all contracts concerning the acquisition of other investment
companies or the liquidation of the Fund, draft, negotiate and file
various documentation required in connection therewith, provide
guidance on the manner such transactions should be structured to
comply with applicable law and obtain legal opinions and regulatory
authority rulings necessary for such transactions to comply with
applicable law;
o Seek formal guidance from regulatory authorities concerning the
application of various regulations to the Fund and seek exemptive
relief where appropriate; and
o Provide or arrange for all other Legal Services required of the Fund
and not otherwise provided for under this Agreement other than the
services of any counsel retained to represent the members of the
governing boards of the funds who are not "interested persons" of
the Administrator or its affiliates, as such term is defined in the
Investment Company Act of 1940.
EXHIBIT D
OTHER ADMINISTRATIVE SERVICES
The Administrator shall provide the following Other Administrative
Services to each Fund:
(1) Arrange for persons or other entities to serve as transfer agent,
registrar or dividend disbursing agent as required by the Fund;
(2) Arrange for a line of credit in the event of an unanticipated
redemption of shares;
(3) Arrange for consideration by the Board of appropriate or
necessary insurance coverage for the Fund;
(4) Subject to Section 4 hereof, perform or arrange for all
compliance functions required of the Fund;
(5) Prepare, and arrange for the printing and mailing of, any
necessary investment communications;
(6) Arrange for the printing and mailing of any documents or written
materials required to be prepared by or on behalf of the Fund
including, without limitation, stock certificates, prospectuses,
shareholder reports, shareholder notices, proxy statements and
reports to governmental officers and commissions;
(7) Arrange for any other printing, production and delivery services
required of the Fund and not otherwise provided for under this
Agreement;
(8) Provide a system of internal controls adequate to carry-out the
business of the Fund and arrange for the annual report on
internal controls of the Fund and its agents;
(9) Review the Fund's disclosure documents to ensure that disclosures
and policies conform to the Fund's actual operation; and
(10) Provide for the calculation and timely disbursement of
appropriate regulatory authority registration fees.
EXHIBIT E
ADMINISTRATIVE FEE
The Administrative Fee shall be an amount, computed as set forth
below, designed to reimburse the Administrator for its actual costs (excluding
costs of staffing so-called residual matters as set forth in Exhibit #2 to
Exhibit H to the Memorandum to the Trustees of the Funds from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ dated September 23, 1996 (Offshore Board) or October
1, 1996 (Compass, Crimson, Institutional Products and Red Boards)) for
providing the Financial Administration Services and Legal Services (the "Actual
Costs") for providing such services for a calendar year computed pursuant to
the principles set forth in such Exhibit H, subject to such changes in those
principles as may be agreed to from time to time by the Funds and the
Administrator (the "Approved Budgeted Costs"). In computing its Actual Costs,
the Administrator will follow the cost allocation principles set forth in the
Deloitte & Touche LLP Report of Independent Consultant dated November 29, 1996
under the caption "Review of MFS Cost Reimbursement Methodologies", subject to
such changes as may be agreed to from time to time by the Funds and the
Administrator.
The Approved Budgeted Costs shall be an amount from time to time
agreed to by the Funds and the Administrator with respect to a calendar year,
provided that, until Approved Budgeted Costs for a year are agreed to, the
Approved Budgeted Costs and Administrative Fee for the prior year shall remain
in effect.
Subject to the adjustments required by the next paragraph, the
Administrative Fee with respect to a calendar year shall be computed by
allocating the Approved Budgeted Costs for that year among the Funds based on
each Fund's average daily net assets for its then-current fiscal year at rates
determined from time to time by the Funds and the Administrator.
In the event that the aggregate amount of all Administrative Fees
received by the Administrator with respect to a calendar year at any time
equals 105% of the amount of the Approved Budgeted Costs for that year, no
further payments of Administrative Fees shall be made by the Funds to the
Administrator with respect to that year. In the event that the aggregate amount
of the Administrative Fees received by the Administrator with respect to a
calendar year is less than the amount of the Approved Budgeted Costs for that
year, the Administrator shall not be entitled to recovery of this shortfall
during the current calendar year; however, the amount of such shortfall will be
taken into account when establishing the Administrative Fee for following
calendars years. In the event that the aggregate amount of the Administrative
Fees received by the Administrator with respect to a calendar year is greater
than the Administrator's Actual Costs for that year, such excess fees shall be
applied as a credit against the Administrative Fees payable by the Funds
hereunder with respect to the subsequent calendar year.
The Administrator will provide the Funds with such information as may
reasonably be required to review the Administrator's Actual Costs as of June 30
and December 31 in each year.
