EXHIBIT 9.2
THE MFS SERIES TRUST
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 16th day of March, 1997, by and between THE MFS
SERIES TRUST, a business trust organized under the laws of the State of Delaware
(the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware
corporation (the "Adviser").
WHEREAS, the Fund intends to engage in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund is currently comprised of one portfolio designated as the
"MFS Aggressive Small Cap Equity Fund" ("Portfolio"); and
WHEREAS, the Adviser is registering as an investment adviser under the
Investment Advisers Act of 1940, and will be engaged in the business of acting
as investment adviser and providing certain other services to the Fund; and
WHEREAS, the Fund desires to retain the Adviser to render certain
additional services to the Fund regarding certain bookkeeping, accounting, and
administrative services (the "Services") in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, the Adviser desires to be retained to perform such services on
said terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and the Adviser agree as follows:
1. DUTIES OF ADVISER: (a) The Fund hereby retains the Adviser to provide
to the Fund: (A) such accounting and bookkeeping services and functions as are
reasonably necessary for the operation of the Fund. Such services shall
include, but shall not be limited to, preparation and maintenance of the
following books, records, and other documents: (1) journals containing daily
itemized records of all purchases and sales, and receipts and deliveries of
securities, and all receipts and disbursements of cash, and all other debits and
credits, in the form required by Rule 31a-1(b)(1) under the Investment Company
Act; (2) general and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, in the form required by Rules
31a-1(b)(2)(i)-(iii) under the Investment Company Act; (3) a securities record
or ledger reflecting separately for each portfolio security as of trade date all
"long" and "short" positions carried by the Fund for the account of each
Portfolio, if any, and showing the location of all securities long and the
off-setting position to all securities short, in the form required by Rule
31a-1(b)(3) under the Investment Company Act; (4) a record of all portfolio
purchases or sales, in the form required by Rule 31a-1(b)(6) under the
Investment Company Act; (5) a record of all puts, calls, spreads, straddles,
and all other options, if any, in which any Portfolio has any direct or
indirect interest or which any Portfolio has granted or guaranteed, in the
form required by Rule 31a-1(b)(7) under the Investment Company Act; (6) a
record of the proof of money balances in all ledger accounts maintained
pursuant to this Agreement, in the form required by Rule 31a-1(b)(8) under
the Investment Company Act; and (7) price make-up sheets and such records as
are necessary to reflect the determination of each Portfolio's net asset
value. The foregoing books and records shall be maintained by the Adviser in
accordance with and for the time periods specified by applicable rules and
regulations, including Rule 31a-2 under the Investment Company Act. All such
books and records shall be the property of the Fund and upon request
therefore, the Adviser shall surrender to the Fund such of the books and
records so requested; and (B) certain administrative services including, but
not limited to, administrative services to shareholders of the Fund and to
respond to inquiries related to shareholder accounts.
(b) The services to be provided hereunder shall also include supervisory
services relating to the preparation and filing with the appropriate offices of
any reports or other documents, on behalf of the Fund, as shall be required by
applicable law and requested by the Fund, from time to time, including but not
limited to tax returns, financial statements, and such Forms N-1A and other
filings required by the securities laws of the United States or any state as may
be requested form time to time by the Fund.
2. PROVISION OF PERSONNEL. The Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel and consult with such
other persons as it shall, from time to time, determine to be necessary or
useful to the performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, such staff and personnel shall be
deemed to include officers of the Adviser and persons employed or otherwise
retained by the Adviser to provide or assist in providing of the Services to
the Fund.
3. PROVISION OF CERTAIN FACILITIES AND EQUIPMENT. The Adviser shall
provide such office space, facilities, and equipment (including, but not limited
to, computer equipment, communication lines and supplies) and such clerical help
and other services as shall be necessary to provide the services to the Fund.
In addition, the Adviser may arrange, on behalf of the Fund and its Portfolios,
to obtain: (1) data processing and/or all of the above services, subject to
approval by a majority of the Fund's Board of Trustees, as necessary to assist
it in providing the Services to the Fund, and (2) pricing information regarding
the Fund's investment securities from such company or companies as are approved
by a majority of the Fund's Board of Trustees, and the Fund shall be financially
responsible to such company or companies as aforesaid, for the reasonable cost
of such services.
4. PROVISION OF INFORMATION TO THE ADVISER. The Fund will, from time to
time, furnish or otherwise make available to the Adviser such information
relating to the business and affairs of the Fund as the Adviser may reasonably
require in order to discharge its duties and obligations hereunder.
5. REIMBURSEMENT OF EXPENSES OF ADVISER. The Fund shall reimburse the
Adviser for such direct expenses, including, but not limited to, (i) those
listed in paragraph 1(b) and 3 above, incurred on behalf of the Fund that are
associated with the providing of the Services, and (ii) those paid to any
delegates of the Adviser pursuant to Section 13 hereof. In no event, however,
shall such reimbursement exceed levels that are fair and reasonable in light of
the usual and customary charges made by others for services of the same nature
and quality. Reimbursement under this Agreement shall be calculated and paid
monthly.
The Adviser shall not be required to pay any filing fees and expenses
incurred in connection with the filing of reports or documents pursuant to
section 1(b) herein, or required to be filed by applicable federal or state law,
which fees or expenses shall be borne directly by the Fund.
6. ACCESS TO RECORDS. The Adviser will permit representatives of the
Fund, including the Fund's independent auditors, to have reasonable access to
the personnel and records of the Adviser in order to enable such representatives
to monitor the quality of services being provided and the determination of
reimbursements due the Adviser pursuant to this Agreement. In addition, the
Adviser shall promptly deliver to the Board of Trustees of the Fund such
information as may reasonably be requested form time to time to permit the Board
of Trustees to make an informed determination regarding continuation of this
Agreement and the payments contemplated to be made hereunder.
7. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall not be liable
for any error of judgment or mistake of law or fact, or for any loss suffered by
the Fund or its investors in connection with the matters to which this Agreement
relates, except (i) a loss resulting from willful misfeasance, bad faith, or
gross negligence on the part of the Adviser in the performance of its duties or
from reckless disregard by the Adviser of its obligations and duties under this
Agreement, or (ii) a loss for which the Adviser would not be permitted to be
indemnified under the Federal Securities laws.
8. DURATION OF AGREEMENT. This Agreement shall become effective as of the
date of execution hereof and shall remain in effect for two (2) years from the
date hereof and from year to year thereafter, provided such continuance is
approved at least annually by the vote of a majority of the Trustees of the Fund
who are not parties to this Agreement or "interested persons" (as defined in the
Investment Company Act) of any such party, which vote must be cast in person at
a meeting called for the purpose of voting on such approval; and further
PROVIDED, HOWEVER, that (a) the Fund may, at any time and without the payment of
any penalty, terminate this Agreement upon written notice to the Adviser; (b)
this Agreement shall immediately terminate in the event of its "assignment"
(within the meaning of the Investment company Act) to the extent that it would
similarly be required to terminate under similar circumstances if it were an
advisory contract subject to the provisions of Section 15 of the Investment
Company Act and the rules thereunder; (c) the Adviser may terminate this
Agreement without payment of penalty on sixty days' written notice to the Fund;
and (d) will terminate automatically in the event that the Investment Advisory
Agreement dated March 16, 1997 between the Trust, on behalf of the Fund, and
Massachusetts Financial Services Company is terminated. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
9. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of The Commonwealth of Massachusetts.
10. SEPARATE CONTRACT. This Agreement is separate and distinct from, and
neither affects nor is affected by (i) the Distribution Agreement in effect
between the Fund and MFS Fund Distributors, Inc., a Delaware Corporation, or
(ii) the Investment Advisory Agreement in effect between the Adviser and the
Fund.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Fund and the Adviser and their respective successors.
12. AMENDMENT. No amendment or modification of this Agreement shall be
effective unless in writing signed by other parties and witnessed and until
approved by a majority of the outstanding shares of the Fund.
13. DELEGATION OF DUTIES. The Adviser may delegate each duty to be
performed by it hereunder; provided, however, that notwithstanding any such
delegation, the Adviser shall remain responsible for the performance of the
duties to be performed by it hereunder as though such delegation had not
occurred.
14. COUNTERPARTS. This Agreement may be executed 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.
15. COMPENSATION. The Fund shall, in addition to reimbursing Adviser for
expenses as described in Section 5, pay Adviser an annual fee payable monthly
equal to .25% of the Fund's average daily net asset value for performing such
administrative services.
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 MFS SERIES TRUST
By: Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, as
Secretary and not individually
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: A.Xxxxx Xxxxxxx
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A. Xxxxx Xxxxxxx
Chairman
