Common use of OTHER ADMINISTRATIVE SERVICES Clause in Contracts

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · Performing IRS sub-Chapter M testing; · Reviewing and filing with FINRA semi-annual and annual reports to the extent necessary; · Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds). 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · • Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · • Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · • Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · • Performing IRS sub-Chapter M testing; · • Reviewing and filing with FINRA semi-annual and annual reports to the extent necessary; · • Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · • Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · • Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds). 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · Performing IRS sub-Chapter M testing; · Reviewing and filing with the FINRA semi-annual and annual reports reports, to the extent necessary; · Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds). 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s 's compliance with: · o Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · o Each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · o Establishing and maintaining an anti-money laundering program to assist in the Funds’ ' compliance with the USA Patriot Act and the Bank Secrecy Act; · o Performing IRS sub-Chapter M testing; · o Reviewing and filing with FINRA the NASD semi-annual and annual reports to the extent necessaryreports; · o Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · o Monitoring “"Access Persons” " transactions and their adherence under the terms of the Funds’ ' Code of Ethics Policy; · o Providing assistance and resources to the Funds’ ' Independent Chief Compliance Officer (“"ICCO”") as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds)ICCO. 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s 's disclosure documents to ensure that disclosures and policies conform to the Fund’s 's actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s 's compliance with: · - Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · - Each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · - Performing IRS sub-Chapter M testing; · - Reviewing and filing with FINRA the NASD semi-annual and annual reports to the extent necessaryreports; · - Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · - Monitoring “"Access Persons” " transactions and their adherence under the terms of the Funds’ ' Code of Ethics Policy; · - Providing assistance and resources to the Funds’ ' Independent Chief Compliance Officer (“"ICCO”") as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds)ICCO. 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s 's disclosure documents to ensure that disclosures and policies conform to the Fund’s 's actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · • Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · • Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · • Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · • Performing IRS sub-Chapter M testing; · • Reviewing and filing with the FINRA semi-annual and annual reports reports, to the extent necessary; · • Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · • Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · • Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds). 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · Performing IRS sub-Chapter M testing; · Reviewing and filing with FINRA the NASD semi-annual and annual reports to the extent necessaryreports; · Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds)ICCO. 4. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 5. 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; 6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 7. 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; 8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and

OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents; 2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund; 3. Develop and implement procedures to monitor each Fund’s compliance with: · Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing ; 4. Establish and maintaining maintain an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · Performing ; 5. Perform IRS sub-Chapter M testing; · Reviewing ; 6. Review and filing file with FINRA semi-annual and annual reports to the extent necessary; · Assisting ; 7. Assist in training of certain MFS personnel including Portfolio Managers and other investment staff; · Monitoring ; 8. Monitor transactions of “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · Providing ; 9. Provide assistance and resources to the Funds’ any Independent Chief Compliance Officer or other senior officer of the Fund who is not an employee of MFS (“ICCOIndependent Officer”) ), as requested by the ICCO Independent Officer (it being understood that the costs related to any staff hired by the Funds Fund to support the ICCO any such Independent Officer are the expenses of the FundsFund). 410. Prepare, and arrange for the printing and mailing of, any necessary investment communications; 511. 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, summary prospectuses, prospectuses, shareholder reports, shareholder notices, proxy statements and reports to governmental officers and commissions; 612. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement; 713. 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; 814. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation; 915. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and 16. Oversee and assist in the coordination of, and as the Trustees may reasonably request or deem appropriate, make reports and recommendations to the Trustees on, the performance of administrative and professional services rendered to the Fund by others, including the custodian, accountants, attorneys, underwriters, brokers and dealers, insurers, banks, transfer agents and dividend disbursing agents and such other persons in any such other capacity deemed necessary or desirable by the Trustees. 17. Prepare performance calculations and conduct related quality controls and reconciliations – this includes preparation of performance data for regulatory filings (shareholder reports and summary prospectuses/prospectuses); 18. Develop attribution analyses and draft Managers’ Discussions of Fund Performance for shareholder reports; and 19. Calculate and prepare performance impact disclosures (e.g., litigation impacts) for shareholder reports. 20. Provide a Fund Liquidity Officer and maintain a liquidity risk program on behalf of the Funds pursuant to Rule 22e-4 under the Investment Company Act of 1940, including preparing and presenting an annual report by the Liquidity Risk Officer to the Board. 21. Create and maintain a compliance program pursuant to Rule 38a-1 under the Investment Company Act of 1940. 22. If requested by the Fund provide a Chief Compliance Officer for the Fund who is also the Chief Compliance Officer of MFS. 23. Provide one or more Derivatives Risk Managers and support the maintenance of a derivatives risk program on behalf of the Funds pursuant to Rule 18f-4 under the Investment Company Act of 1940, including assisting with the preparation and presentation of regular and annual reports by the Derivatives Risk Managers to the Board (provided, however, that costs for any derivatives risk manager that is a member of MFS’ investment department shall not be charged pursuant to this Agreement). In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee (the “Annual Fee”) in an aggregate amount which reimburses the Administrator for one- hundred percent (100%) of its total costs of providing Administrative Services defined herein for the Contract Period (“Total Allocable Costs”) plus 50% of the annual cash compensation paid to the Funds’ Chief Compliance Officer and any Third Party Cost Reimbursement, each as described below, subject to any adjustments as described herein. In determining Total Allocable Costs, the Administrator shall allocate expenses of its Fund Treasury, Legal, Compliance, Global Investment and Client Support Risk Management, Corporate and Electronic Communications, Performance, IT Development and IT Operations Departments (the “Participating Departments”) among (i) expenses incurred in providing Administrative Services for the Funds, (ii) expenses incurred in providing Administrative Services for its non-U.S. funds and (iii) expenses incurred in connection with activities other than providing Administrative Services for the Funds and MFS’ non-US Funds based on underlying metrics reported by each department, and the expenses identified in category (i) shall constitute Total Allocable Costs under this Agreement. MFS shall use the method periodically presented to the Board (typically at the March Board Meeting in connection with the proposal for the annual budget of Total Allocable Costs as described below), as such methodology is amended from time to time by agreement between the Administrator and the Board, to allocate expenses of the Participating Departments for these purposes. In connection with each Contract Period (typically at the March Board Meeting), the Administrator shall provide to the Board or a Committee of the Board an annual business plan for each of its Fund Treasury, Legal and Compliance Departments which, among other information, estimates the Total Allocable Costs for such Contract Period. The Board and/or Committee and the Administrator shall, based on this presentation and related discussions, agree upon a dollar amount representing Total Allocable Costs for the applicable Contract Period, which shall, subject to adjustment as described below and combined with any Third Party Reimbursable Costs as described below, constitute the Annual Fee for such Contract Period. Throughout each Contract Period, the Administrator shall periodically (in the absence of unusual circumstances, quarterly) compare the then estimated Total Allocable Costs (taking into account, to the extent possible, actual Total Allocable Costs incurred to date) for such Contract Period with the estimated Total Allocable Costs initially used to determine the Annual Fee for such Contract Period and provide related reports to the Board or a Committee of the Board. Annually (typically at the March Board meeting) MFS shall report to the Board on the actual Total Allocable Costs incurred during the prior year Contract Period. If such actual Total Allocable Costs are lower than the originally estimated Total Allocable Costs, the difference shall be credited to the Funds through a reduction of the Total Allocable Costs and Annual Fee for the Contract Period next following the Contract Period under review or through such other means as shall be agreed by the Administrator and the Board. If such actual Total Allocable Costs are higher than the originally estimated Total Allocable Costs, the Administrator shall inform the Board of the amount and the reasons for the increase and may request that the Board approve that some or all of the difference be credited to the Administrator through an increase of the Total Allocable Costs and Annual Fee for the applicable Contract Period or through such other means as shall be agreed by the Administrator and the Board (it being understood that the Board may or may not approve any such request in its reasonable discretion). In addition to the Annual Fee, the Funds shall pay or reimburse to the Administrator an amount equal to 50% of the cash compensation that MFS pays to its Chief Compliance Officer (the “CCO”) in consideration of that person also serving as the Chief Compliance Officer for the Funds. For purposes of this paragraph, cash compensation means the annual salary and cash portion of a bonus, if any, paid to the CCO. The cash bonus paid to the MFS’ CCO is determined in February of each year on account of services provided during the prior year. In connection with each Contract Period (typically at the March Board Meeting), the Administrator shall also provide to the Board or a Committee of the Board an estimate of the amount of the Funds’ allocable portion of the costs for services or systems procured by MFS on behalf of the Funds provided by third parties listed in Exhibit E hereto (“Third Party Cost Reimbursement”) for such Contract Period. The Board and/or Committee and the Administrator shall agree upon a dollar or percentage amount representing the Third Party Cost Reimbursement for the applicable Contract Period, the amount of which will be included in the bu. The Annual Fee, the CCO compensation and any Third Party Cost Reimbursement shall be allocated among the Funds and paid by the Funds in accordance with the methodology described below. For calendar year 2022, the Annual Fee payable to the Administrator shall be $25,744,000 (which includes the Funds’ share of the Third Party Cost Reimbursement determined in accordance with the Board approved methodology) as described in an amendment to this Agreement dated January 1, 2022. Effective September 1, 2022, the Board agreed to (i) include services provided by the Administrator to support the Funds’ Derivatives Risk Management Program under Rule 18f-4 of the Investment Company Act of 1940 (“Derivatives Program”) as part of the Administrative Services. Costs related to these additional services are not included in the Annual Fee noted above. For the period September 1, 2022 through December 31, 2022, the additional budgeted costs payable to the Administrator for these services is $20,000 for the Administrator’s support of the Derivatives Program, as determined in accordance with the Board approved methodology for such costs.