EXHIBIT NO. 99.8(a)
MFS SERIES TRUST XII
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
July 26, 2005
MFS Service Center, Inc
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Shareholder Servicing Agent Agreement
Dear Sir:
MFS Series Trust XII which is a Massachusetts business trust
(referred to as the "Fund"), is an open-end registered investment company. The
Fund has selected you to act as its Shareholder Servicing Agent and you hereby
agree to act as such Agent and to perform the duties and functions thereof in
the manner and on the conditions hereinafter set forth. Accordingly, the Fund
hereby agrees with you as follows:
1. The Facility. You represent that you have the necessary computer
equipment, software and other office equipment ("Facility") adequate to perform
the services contemplated hereby for the Fund as well as for other investment
companies (such investment companies, together with the Fund, are herein
collectively referred to as the "MFS Funds") for which Massachusetts Financial
Services Company ("MFS") acts as investment adviser. The Facility is presently
located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and is to be dedicated
solely to the performance of services for the MFS Funds, provided that the
Facility may be utilized to perform services for others with the permission of
the MFS Funds.
2. Name. Unless otherwise directed in writing by MFS, you shall
perform the services contemplated hereby under the name "MFS Service Center,
Inc.", which name and any similar names and any logos of which shall remain the
property and under the control of MFS. Upon termination of this Agreement, you
shall cease to use such name or any similar name within a reasonable period of
time.
3. Services to be Performed. As Shareholder Servicing Agent ("Agent"),
you shall be responsible for administering and performing transfer and dividend
and distribution disbursing functions in connection with the issuance, transfer
and redemption of shares of beneficial interest ("Shares"). The details of the
operating standards and procedures to be followed by you shall be determined
from time to time by agreement between you and the Fund.
4. Standard of Service. As Agent for the Fund, you agree to provide
service equal to or better than that provided by you or others furnishing
shareholder services to other open-end investment companies ("Standard") at a
fee comparable to the fee paid you for your services hereunder. The Standard
shall include at least the following:
(a) Prompt reconciliation of any differences as to the number of
outstanding shares between various Facility records or between
Facility records and records of the Fund's custodian;
(b) Prompt processing of shareholder correspondence and of other
matters requiring action by you;
(c) Prompt clearance of any daily volume backlog;
(d) Providing innovative services and technological improvements;
(e) Meeting the requirements of any governmental authority having
jurisdiction over you or the Fund; and
(f) Prompt reconciliation of all bank accounts under your control
belonging to the Fund or MFS.
If any MFS Fund serviced by you is reasonably of the view that the
service provided by you does not meet the Standard, it shall give you written
notice specifying the particulars, and you then shall have 120 days in which to
restore the service so that it meets the Standard, except that such period
shall be 180 days with respect to meeting that portion of the Standard
described above in item (d) of this paragraph 4. If at the end of such period
the Fund remains reasonably of the view that the service provided by you, in
the particulars specified, does not meet the Standard, then the MFS Fund or
Funds having a majority of the accounts for which you are then Agent may, by
appropriate action (including the concurrence of a majority of the Trustees of
such MFS Fund or Funds, who are not interested persons of MFS), elect to
terminate this Agreement for cause as to all such Funds upon 90 days notice to
you. Upon termination hereof, the Fund shall pay you such compensation as may
be due to you as of the date of such termination, and shall likewise reimburse
you for any costs, expenses, and disbursements reasonably incurred by you to
such date in the performance of your duties hereunder.
5. Purchase of Facility. In the event that you have given notice of
termination of this Agreement pursuant to the provisions of paragraph 14
hereof, or for cause as provided in paragraph 4 hereof, the MFS Funds shall
have the right, but shall not be required (a) to purchase the Facility and
assume the unexpired portion of any leases of equipment or real estate relating
to the Facility from you at a price equal to your estimated unrecovered
acquisition value (as supported by the schedules and records used in
determining monthly xxxxxxxx) of the machinery, equipment, software, furniture,
fixtures and leasehold improvements included in the Facility, and (b ) to
negotiate with persons then employed by you in the operation of the Facility
and to hire all of them in connection with the purchase of the Facility from
you by the MFS Funds. You agree to release each such employee from any
contractual obligations such persons may have to you that may interfere with
such person's being hired at such time by the MFS Funds and agree not to
interfere with the negotiation and hiring of any such persons at any such time.
In the event that the MFS Funds have given notice of termination of this
Agreement pursuant to the provisions of paragraph 14 hereof, for reasons other
than cause as defined in paragraph 4 hereof, the MFS Funds shall purchase the
Facility under the terms and conditions set forth in subsections (a) and (b) of
this paragraph 5.
You shall effect the transfer of the Facility pursuant to this
paragraph 5 upon the termination date specified in the notice, or at such other
time as shall be agreed upon by the parties hereto.
6. Rights in Data and Confidentiality. You agree that all records,
data, files, input materials, reports, forms and other data received, computed
or stored in the performance of this Agreement are the exclusive property of
the Fund and that all such records and other data shall be furnished without
additional charge, except for actual processing costs, to the Fund in machine
readable as well as printed form immediately upon termination of this Agreement
or at the Fund's request. You shall safeguard and maintain the confidentiality
of the Fund's data and information supplied to you by the Fund and you shall
not transfer or disclose the Fund's data to any third party without the Fund's
prior written consent unless compelled to do so by order of a court or
regulatory authority.
7. Fees. The fee per Fund shareholder account for your services
hereunder shall not be in excess of such amount as shall be agreed in writing
between us. Such fee shall be calculated daily and paid monthly based upon the
average daily net assets of the Fund or any series thereof, as set forth in
Exhibit A hereto. Such fee shall be subject to review at least annually and
fixed by the parties in good faith negotiation on the basis of a statement of
the expenses of the Facility prepared by you, which either you or the Fund may
require to be certified by a major accounting firm acceptable to the parties.
The party or parties requesting such certification shall bear all expenses
thereof. In addition to the foregoing fee, you will be reimbursed by the Fund
for out-of-pocket expenses reasonably incurred by you on behalf of the Fund,
including but not limited to expenses for stationery (including business forms
and checks), postage, telephone and telegraph line and toll charges, and
premiums for negotiable instrument insurance and similar items.
8. Record Keeping. You will maintain records in a form acceptable to
the Fund and in compliance with the rules and regulations of the Securities and
Exchange Commission, including but not limited to records required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder, which at all times will be the property of the Fund and will be
available for inspection and use by the Fund.
9. Duty of Care and Indemnification. You will at all times act in good
faith in performing your duties hereunder. You will not be liable or
responsible for delays or errors by reason of circumstances beyond your
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown beyond your control, flood or
catastrophe, acts of God, insurrection, war, riots or failure beyond your
control of transportation, communication or power supply. The Fund will
indemnify you against and hold you harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
your bad faith or negligence, and arising out of, or in connection with, your
duties on behalf of the Fund hereunder. In addition, the Fund will indemnify
you against and hold you harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit as a result of your acting in
accordance with any instructions reasonably believed by you to have been
executed or orally communicated by any person duly authorized by the Fund or
its Principal Underwriter, or as a result of acting in accordance with written
or oral advice reasonably believed by you to have been given by counsel for the
Fund, or as a result of acting in accordance with any instrument or share
certificate reasonably believed by you to have been genuine and signed,
countersigned or executed by any person or persons authorized to sign,
countersign or execute the same (unless contributed to by your gross negligence
or bad faith). In any case in which the Fund may be asked to indemnify you or
hold you harmless, the Fund shall be advised of all pertinent facts concerning
the situation in question and you will use reasonable care to identify and
notify the Fund promptly concerning any situation which presents or appears
likely to present a claim for indemnification against the Fund. The Fund shall
have the option to defend you against any claim which may be the subject of
this indemnification, and in the event that the Fund so elects such defense
shall be conducted by counsel chosen by the Fund and satisfactory to you and it
will so notify you, and thereupon the Fund shall take over complete defense of
the claim and you shall sustain no further legal or other expenses in such
situation for which you seek indemnification under this paragraph, except the
expense of any additional counsel retained by you. You will in no case confess
any claim or make any compromise in any case in which the Fund will be asked to
indemnify you except with the Fund's prior written consent. The obligations of
the parties hereto under this paragraph shall survive the termination of this
Agreement.
If any officer of the Fund shall no longer be vested with authority to
sign for the Fund, written notice thereof shall forthwith be given to you by
the Fund and until receipt of such notice by it, you shall be fully indemnified
and held harmless by the Fund in recognizing and acting upon certificates or
other instruments bearing the signatures or facsimile signatures of such
officer.
10. Insurance. You will notify the Fund should any of your insurance
coverage be changed for any reason, such notification to include the date of
change and reason or reasons therefore.
11. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed sufficient if mailed to either party at the
addresses set forth in this Agreement, or at such other addresses as the
parties hereto may designate by notice to each other.
12. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
13. Use of a Sub- or Co-Transfer Agent. Notwithstanding any other
provision of this Agreement, it is expressly understood and agreed that you are
authorized in the performance of your duties hereunder to employ, from time to
time, one or more Sub-Transfer Agents and/or Co-Transfer Agents.
14. Termination. Neither this Agreement nor any provision hereof may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing, which, except in the case of termination, shall be signed by the
party against which enforcement of such change, waiver or discharge is sought.
Except as otherwise provided in paragraph 4 hereof, this Agreement shall
continue indefinitely until terminated by 90 days' written notice given by the
Fund to you or by you to the Fund. Upon termination hereof, the Fund shall pay
you such compensation as may be due to you as of the date of such termination,
and shall likewise reimburse you for any costs, expenses, and disbursements
reasonably incurred by you to such date in the performance of your duties
hereunder. You agree to cooperate with the Fund and provide all necessary
assistance in effectuating an orderly transition upon termination of this
Agreement.
15. Successor. In the event that in connection with termination a
successor to any of your duties or responsibilities hereunder is designated by
the Fund by written notice to you, you will, promptly upon such termination and
at the expense of the Fund, transfer to such successor a certified list of the
shareholders of the Fund (with name, address and tax identification or Social
Security number), an historical record of the account of each shareholder and
the status thereof, and all other relevant books, records, correspondence, and
other data established or maintained by you under this Agreement in form
reasonably acceptable to the Fund (if such form differs from the form in which
you have maintained the same, the Fund shall pay any expenses associated with
transferring the same to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from your
cognizant personnel in the establishment of books, records and other data by
such successor.
16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same. A
copy of the Fund's Declaration of Trust is on file with the Secretary of State
of The Commonwealth of Massachusetts. The obligations of or arising out of this
instrument are not binding upon any of the Fund's trustees, officers,
employees, agents or shareholders individually, but are binding solely upon the
assets and property of the Fund in accordance with its proportionate interest
hereunder. If this Agreement is executed by the Fund on behalf of one or more
series of the Fund, you further acknowledge that the assets and liabilities of
each series of the Fund are separate and distinct and that the obligations of
or arising out of this Agreement are binding solely upon the assets and
property of the series on whose behalf the Fund has executed this Agreement. If
the Fund has executed this Agreement on behalf of more than one series of the
Fund, you also agree that the obligations of each series hereunder shall be
several and not joint, in accordance with its proportionate interest hereunder,
and you agree not to proceed against any series for the obligations of another
series. This Agreement supersedes and terminates, as of the date hereof, the
Shareholder Servicing Agent Agreement dated December 19, 1985, as modified,
among you, MFS and MFS Government Mortgage Fund.
Very truly yours,
MFS SERIES TRUST XII
By: XXXXX X. XXXXXX
-------------------------------
Xxxxx X. Xxxxxx as officer
and not individually
The foregoing is hereby accepted as of the date thereof
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx
President
MFS SERVICE CENTER, INC
By: XXXXXXX XXXXX-XXXX
-------------------------------
Xxxxxxx Xxxxx-Xxxx
President
ATTACHMENT 1
September 1, 1995
EXHIBIT A
1. The fees to be paid by the Fund on behalf of its series with respect to
Class A shares of each series of the Fund to MFSC, for MFSC's services as
shareholder servicing agent, shall be
0.15% of the first $500 million of the assets of the series attributable
to such class;
0.12% of the second $500 million of the assets of the series
attributable to such class; and
0.09% of the assets of the series attributable to such class over $1
billion.
2. The fees to be paid by the Fund on behalf of its series with respect to
Class B shares of each series of the Fund to MFSC, for MFSC's services as
shareholder servicing agent, shall be
0.22% of the first $500 million of the assets of the series attributable
to such class;
0.18% of the second $500 million of the assets of the series
attributable to such class; and
0.13% of the assets of the series attributable to such class over $1
billion.
