EXHIBIT NO. 99.8(i)
FORM OF
MASTER CLASS R2 ADMINISTRATIVE SERVICES AGREEMENT
MASTER CLASS R2 ADMINISTRATIVE SERVICES AGREEMENT dated this 31st day of August
2003, 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 Administrator, either directly or through third parties, provides
various administrative, recordkeeping and communication/educational services to
retirement plans and retirement plan participants which invest in Class R2
shares of the Funds;
WHEREAS, the Funds desire to offer their Class R2 shares as funding options to
retirement plans and retirement plan participants;
WHEREAS, the Funds recognize that the administrative services rendered by the
Administrator benefit the Funds;
WHEREAS, in consideration for the Administrator's rendering these services to
which the Funds benefit, the Funds are willing to provide compensation to the
Administrator as set forth in this Agreement;
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. The Administrator shall render, directly or
indirectly through third parties, some or all of the services specified in
Exhibit B hereto, and such other services as reflected in future amendments to
Exhibit B from time to time (the "Administration Services"). These
Administrative Services include recordkeeping, tax reporting, account and
communication/educational services for retirement plans and retirement plan
participants which invest in Class R2 shares.
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. In consideration for the rendering of the Administrative
Services, each Fund shall pay the Administrator a fee equal on an annual basis
of 0.25% attributable solely to the assets of the Fund's Class R2 shares (the
"Administrative Fee"). In no event shall the Administrative Fee be used for the
purpose of distributing or marketing fund shares, including but not limited to
advertising, compensation of underwriters, dealers and sales personnel, the
printing and mailing of prospectuses to other than current account holders and
the printing and mailing of sales literature. 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
Administrative Services and the Administrative Fee (including the extent to
which such Fee 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 described on Exhibit B. In the event
that because of regulatory developments, or new or modified business or
industry practices, the Funds require services in addition to the
Administrative Services, 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 Administration Services
that do not involve the provision of legal advice, negligence, and, in the case
of Administrative Services that involve the provision of legal advice, 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 with respect to any Fund at any time, without payment of any
penalty, by the Board of Trustees which oversees the Funds upon one hundred and
twenty (120) 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 FUNDS LISTED ON
EXHIBIT A HERETO
By:
-----------------------------------
Xxxx X. Xxxxxx
Trustee
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By:
-----------------------------------
Xxxxx X. Xxxxx
President and Chief Investment
Officer
AS OF AUGUST 31, 2003
EXHIBIT A
FUNDS
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Core Growth 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 Series Trust III
MFS High Income Fund
MFS Series Trust IV
MFS Mid Cap Growth Fund
MFS Series Trust V
MFS Total Return Fund
MFS Research Fund
MFS International New Discovery 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 Series Trust IX
MFS Bond Fund
MFS Intermediate Investment Grade Bond Fund
MFS Limited Maturity Fund
MFS Research Bond Fund
MFS Series Trust X
MFS Aggressive Growth Asset Allocation Fund
MFS Conservative Asset Allocation Fund
MFS Growth Asset Allocation Fund
MFS Moderate Asset Allocation Fund
MFS New Endeavor Fund
MFS Strategic Value Fund
MFS Series Trust XI
MFS Mid Cap Value Fund
AS OF AUGUST 31, 2003
EXHIBIT B
ADMINISTRATIVE SERVICES
UNDERLYING INVESTMENT OPTIONS
MFS Funds
Non-MFS Funds
Employer Stock & Guaranteed Investment Contracts (GICs)
Self Directed Brokerage
ADMINISTRATION
PLAN SET-UP
Design plan, provide & prepare plan document
Submit IRS package (if necessary)
Produce Summary Plan Description
Review plan application
Produce enrollment materials & forms
Prepare enrollment kits
Conduct plan educational meetings
PLAN SETUP FOR FINANCIAL CONVERSION
Gather historical data
Coordinate transfer of assets
Gather census data and investment allocations
ON-GOING PLAN COMPLIANCE
Review census/identify new entrants
Annual & mid-year test for 401(k) and 401(m) discrimination
Calculation and/or review of employer contributions
Review elective deferrals for compliance with 402(g)
Test for top-heavy plan
5500 and attachments
Summary annual report
Review contributions for compliance with 415
Compliance consulting
Plan amendments/summary of material modifications
RECORDKEEPING
Review, Process, and Record Allocations of:
Employee contributions
Employer ongoing contributions
Employer year-end contributions
Forfeitures
Earnings and gains or losses
Investment changes
REPORTING AND DISCLOSURE
Quarterly participant statements
Roster turn around reports (optional)
Transaction activity report
Quarterly trust report
Reconciliation of data, if needed
DISTRIBUTIONS
Provide participant benefit packages
Calculation of vested benefits
Calculation and authorization of plan distributions
Completion of electronic loan forms
Calculation of loan amounts
Loan amortization
Tracking of loan repayments
Issuance of checks
Tax withholding/remittance to IRS, state, where applicable
Preparation of Form 1099R
COMMUNICATION/EDUCATION MATERIALS
Morningstar Clearfuture - Internet Guidance Tool
On-going plan education materials
Regulatory updates for plan sponsors
