EXHIBIT NO. 99.9(a)
MFS GOVERNMENT PREMIUM ACCOUNT
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxx 00, 0000
XXX Service Center, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Shareholder Servicing Agent Agreement
Dear Sirs:
MFS Government Premium Account (the "Account"), is an open-end
registered investment company. The Account 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 Account 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 Account as well as for other investment
companies (such investment companies, together with the Account, are herein
collectively referred to as the "MFS Accounts") for which Massachusetts
Financial Services Company ("MFS") 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 Accounts, provided
that the Facility may be utilized to perform services for others with the
permission of the MFS Accounts.
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 Account.
4. Standard of Service. As Agent for the Account, 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 an Account'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 Account; and
(f) Prompt reconciliation of all bank accounts under
your control belonging to the Account 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 Account
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 Accounts upon 90 days notice
to you. Upon termination hereof, the Account 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,
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 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
Account and that all such records and other data shall be furnished without
additional charge, except for actual processing costs, to the Account in machine
readable as well as printed form immediately upon termination of this Agreement
or at the Account's request. You shall safeguard and maintain the
confidentiality of the Account's data and information supplied to you by the
Account and you shall not transfer or disclose the Account's data to any third
party without the Account'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 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 Account 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 Account
for out-of-pocket expenses reasonably incurred by you on behalf of the Account,
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 Account 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 Account and will be
available for inspection and use by the Account.
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 Account 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 Account
hereunder. In addition, the Account 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 Account 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 Account, 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 Account may be asked to indemnify you or hold you harmless, the
Account shall be advised of all pertinent facts concerning the situation in
question and you will use reasonable care to identify and notify the Account
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Account. The Account shall have the option
to defend you against any claim which may be the subject of this
indemnification, and in the event that the Account so elects such defense shall
be conducted by counsel chosen by the
Account and satisfactory to you and it will so notify you, and thereupon
the Account 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 Account will be asked to indemnify you
except with the Account'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 Account shall no longer be vested with authority
to sign for the Account, written notice thereof shall forthwith be given to you
by the Account and until receipt of such notice by it, you shall be fully
indemnified and held harmless by the Account in recognizing and acting upon
certificates or other instruments bearing the signatures or facsimile signatures
of such officer.
10. Insurance. You will notify the Account should any of your
insurance coverage be changed for any reason, [as set forth on Exhibit A
hereto] such notification to include the date of change and reason or reasons
therefor.
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 Account to
you or by you to the Account [provided that the Fund may terminate this
Agreement upon 15 days' written notice of termination and election of the right
to purchase the Facility pursuant to the paragraph 5 hereof]. Upon termination
hereof, the Account 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 Account
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 Account by written notice to you, you will, promptly upon such termination
and at the expense of the Account, transfer to such successor a certified list
of the shareholders of the Account (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 Account (if such form differs from the form in
which you have maintained the same, the Account 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 instrument. This
Agreement has been executed on behalf of the Account 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
Account individually, but bind only the trust estate.
Very truly yours,
MFS GOVERNMENT PREMIUM ACCOUNT
By: ILLEGIBLE
(Illegible) Chairman
The foregoing is hereby accepted as of the date thereof.
MFS SERVICE CENTER, INC.
By: ILLEGIBLE
(Illegible) President
