EXHIBIT NO. 99.8(b)
FORM OF
MFS LIFETIME RETIREMENT INCOME FUND
MFS LIFETIME 2010 FUND
MFS LIFETIME 2020 FUND
MFS LIFETIME 2030 FUND
MFS LIFETIME 2040 FUND
September 2, 2005
State Street Bank and Trust Company
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Dividend Disbursing Agency Agreement
Dear Sirs:
Each of the above-listed funds (individually the "Fund") is an
open-end registered investment company and a series of MFS Series Trust XII, a
Massachusetts business trust. Each Fund separately has selected you to act as
its Dividend Disbursing 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, each Fund individually hereby agrees with
you as follows:
1. Services to be Performed. As Dividend Disbursing Agent ("Agent"),
you shall be responsible for performing dividend and distribution disbursing
agent functions with regard to the Fund's 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.
2. Standard of Service. As Agent for the Fund, you agree to provide
service equal to at least that provided by you or others furnishing dividend
and distribution disbursing services to other open-end investment companies
("Standard") at a fee, as may be agreed to from time-to-time, comparable to the
fee paid you for your services hereunder. The Standard shall include at least
the following:
(a) Prompt processing of all matters requiring action by you;
(b) Prompt clearance of any daily volume backlog;
(c) Providing innovative services and technological improvements;
(d) Meeting the requirements of any governmental authority having
jurisdiction over you or the Fund; and
(e) Prompt reconciliation of all bank accounts under your control.
If the Fund 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 item (c) of this paragraph
2. 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 Fund may, by appropriate action, elect to terminate this
Agreement for cause 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.
3. 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.
4. Fees. The fee, based upon check clearance and reconciliation work
performed 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. 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 your expenses, which
either you or the Fund may require to be certified by a major accounting firm
acceptable to the parties. The party 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, postage,
telephone and telegraph line and toll charges and similar items.
5. Record Keeping. You will maintain records in a form acceptable to
the Fund 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 or the Fund's transfer agent.
6. 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 given
executed or orally communicated by any person duly authorized by the Fund 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 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.
7. 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.
8. 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.
9. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
10. Use of a Sub-Divided Disbursing 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 one or more
Sub-Divided Disbursing Agents.
11. 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 2 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.
12. 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 an historical record of
dividends and disbursements 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.
13. 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.
If you are in agreement with the foregoing, please sign the form of
acceptance on this letter and the accompanying counterpart of this letter and
return such counterpart to the Fund whereupon this letter shall become a
binding contract between the Fund and you and the Fund having already executed
this letter and its counterpart.
Very truly yours,
MFS SERIES TRUST XII, on behalf of:
MFS LIFETIME RETIREMENT INCOME FUND
MFS LIFETIME 2010 FUND
MFS LIFETIME 2020 FUND
MFS LIFETIME 2030 FUND
MFS LIFETIME 2040 FUND
By
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not individually
Attest:
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The foregoing is hereby accepted as of the date thereof.
STATE STREET BANK AND TRUST
By
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