EXHIBIT NO. 99.9(a)
LIFETIME MONEY MARKET TRUST
LIFETIME MANAGED MUNICIPAL BOND TRUST
LIFETIME GOVERNMENT INCOME PLUS TRUST
LIFETIME HIGH INCOME TRUST
LIFETIME CAPITAL GROWTH TRUST
LIFETIME EMERGING GROWTH TRUST
LIFETIME MANAGED SECTORS TRUST
LIFETIME GLOBAL EQUITY TRUST
LIFETIME CONSERVATIVE EQUITY TRUST
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
September 10, 1986
Massachusetts Financial Service Center, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Shareholder Servicing Agent Agreement
Dear Sir:
Each of Lifetime Money Market Trust, Lifetime Managed Municipal Bond
Trust, Lifetime Government Income Plus Trust, Lifetime High Income Trust,
Lifetime Capital Growth Trust, Lifetime Emerging Growth Trust, Lifetime Managed
Sectors Trust, Lifetime Global Equity Trust, Lifetime Conservative Equity Trust,
each of which is a Massachusetts business trust (the "Fund"), is an open-end
registered investment company. The Fund has selected you to act as the
Shareholder Servicing Agent and you hereby agree to act as such Agent and
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 other Funds listed
above, are herein collectively referred to as the "MFS and Lifetime Funds") for
which Massachusetts Financial Services Company ("MFS") or Lifetime Advisers,
Inc. ("LAI") acts as investment adviser. The Facility is presently located at 00
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and is to be dedicated solely to the
performance of services for the MFS and Lifetime Funds, provided that the
Facility may be utilized to perform services for others with the permission of
the MFS and Lifetime Funds.
2. Name. Unless otherwise directed in writing by MFS, you shall perform
the services contemplated hereby under the name "Massachusetts Financial Service
Center, Inc.", which name 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 the 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 a 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, MFS or LAI.
If any Lifetime 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 Lifetime 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 Lifetime Fund
or Funds who are not interested persons of MFS or LAI), 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. 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.
6. 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 payable in monthly installments of one-twelfth of
the annual fee. 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.
7. Record Keeping. You will maintain records in a form acceptable to
the Fund and in compliance with the rules and regulation 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.
8. 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.
9. Insurance. You will notify the Fund should any of your
insurance coverage, as set forth on Exhibit A hereto, be changed for any
reason, such notification to include the date of change and reason or reasons
therefor.
10. 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.
11. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
12. 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.
13. 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.
14. 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.
15. 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 instrument. This
Agreement has been executed on behalf of the Fund by the undersigned not
individually, but in the capacity indicated, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Fund
individually, but bind only the trust estate.
Very truly yours,
LIFETIME MONEY MARKET TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME MANAGED MUNICIPAL BOND TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME GOVERNMENT INCOME PLUS TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME HIGH INCOME TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME CAPITAL GROWTH TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME EMERGING GROWTH TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME MANAGED SECTORS TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME GLOBAL EQUITY TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
LIFETIME CONSERVATIVE EQUITY TRUST XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
X. XXXXX XXXXXXX, XX.
X. Xxxxx Xxxxxxx, Xx.
President
The foregoing is hereby accepted as of the date thereof.
LIFETIME ADVISERS, INC.
X. XXXXX XXXXXXX, XX.
X. Xxxxx Xxxxxxx, Xx.
President
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL
SERVICE CENTER, INC.
XXXXX X. XXXXX
Xxxxx X. Xxxxx
President
