Common use of Miscellaneous/Extraordinary Events Clause in Contracts

Miscellaneous/Extraordinary Events. The Administrator shall perform the following miscellaneous functions for the Fund: 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; 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; Provide legal guidance on alternative distribution structures for the Fund's shares (such as the adoption of a multiple class structure); 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; Seek formal guidance from regulatory authorities concerning the application of various regulations to the Fund and seek exemptive relief where appropriate; and 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 Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx Xxxxx 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. For calendar year 1997, the Approved Budgeted Costs are agreed to be $5.5 million, such amount to be pro rated from the effective date of this Agreement. For each subsequent calendar year, the Approved Budgeted Costs shall be an amount agreed to by the Funds and the Administrator prior to the beginning of the 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 for 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 reflecting a basic rate on the first $1 billion of net assets of a Fund, a 16 2/3% discount from the basic rate on the next $1 billion, a 33 1/3% discount from the basic rate on the next $1 billion, and the elimination of any charge on assets in excess of $3 billion. For 1997 the rates shall be:

Miscellaneous/Extraordinary Events. The Administrator shall perform the ---------------------------------- following miscellaneous functions for the Fund: . Provide legal guidance with respect to litigation brought by the Fund and against the Fund and negotiate litigation settlements and pre-pre- litigation settlements and work-out arrangements; . 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; . Provide legal guidance on alternative distribution structures for the Fund's shares (such as the adoption of a multiple class structure); . 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; . Seek formal guidance from regulatory authorities concerning the application of various regulations to the Fund and seek exemptive relief where appropriate; and . 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 Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx Xxxxx 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. For calendar year 1997, the Approved Budgeted Costs are agreed to be $5.5 million, such amount to be pro rated from the effective date of this Agreement. For each subsequent calendar year, the Approved Budgeted Costs shall be an amount agreed to by the Funds and the Administrator prior to the beginning of the 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 for 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 reflecting a basic rate on the first $1 billion of net assets of a Fund, a 16 2/3% discount from the basic rate on the next $1 billion, a 33 1/3% discount from the basic rate on the next $1 billion, and the elimination of any charge on assets in excess of $3 billion. For 1997 the rates shall be: