MFS
®
INVESTMENT MANAGEMENT
500 BOYLSTON STREET
·
BOSTON
·
MASSACHUSETTS 02116-3741
617
·
954-5000
December 23, 2010
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
Pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, as amended, enclosed herewith for filing are the following documents:
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1.
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A copy of the resolution of the Board of Trustees approving the form and amount of the bonds:
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a.
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Certificate of Assistant Secretary for MFS Variable Insurance Trust II & Compass Accounts, dated December 23, 2010 and
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b.
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Certificate of Assistant Secretary for MFS Series Trust I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XV, MFS Municipal Series Trust, MFS Variable Insurance Trust, MFS Institutional Trust, Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS Growth Opportunities Fund, MFS California Municipal Fund, MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS InterMarket Income Trust I, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Municipal Income Trust, MFS Multimarket Income Trust and MFS Special Value Trust, dated December 23, 2010; and
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2.
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Fidelity Bond Claim Agreement, dated November 1, 1993, as amended and restated June 12, 2002, as amended and restated March 1, 2008 (including Exhibit A, as of October 1, 2010 and Exhibit B, as of November 1, 2010), between the investment company and all other parties to the joint insured bonds entered into pursuant to paragraph (f) of the Rule.
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3.
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Copies of the executed bonds:
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a.
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The Hartford – Bond No. 00 FI 0266810 10 Declarations
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b.
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The Hartford – Endorsement Schedule & Universal Excess Policy
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c.
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The Hartford – Endorsement No. 1
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d.
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The Hartford – Endorsement No. 2
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e.
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The Hartford – Endorsement No. 3
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f.
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The Hartford – Endorsement No. 4
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g.
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The Hartford – Endorsement No. 5
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h.
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The Hartford – Endorsement No. 6
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i.
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The Hartford – Endorsement No. 7
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j.
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Federal Insurance Company – Bond No. 81391896 Declarations
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k.
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Federal Insurance Company – Endorsement No. 1
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l.
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Federal Insurance Company – Endorsement No. 2
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m.
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Federal Insurance Company – Endorsement No. 3
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n.
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Federal Insurance Company – Endorsement No. 4
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o.
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Federal Insurance Company – Endorsement No. 5
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p.
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Federal Insurance Company – Endorsement No. 6
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q.
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Federal Insurance Company – Endorsement No. 7
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r.
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Federal Insurance Company – Endorsement No. 8
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s.
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Federal Insurance Company – Endorsement No. 9
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t.
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Federal Insurance Company – Endorsement No. 10
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u.
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Federal Insurance Company – Endorsement No. 11
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v.
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Federal Insurance Company – Endorsement No. 12
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w.
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Federal Insurance Company – Endorsement No. 13
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x.
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Federal Insurance Company – Endorsement No. 14
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y.
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Federal Insurance Company – Endorsement No. 15
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z.
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Federal Insurance Company – Endorsement No. 16
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aa.
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Federal Insurance Company – Endorsement No. 17
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bb.
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Federal Insurance Company – Endorsement No. 18
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cc.
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Federal Insurance Company – Endorsement No. 19
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dd.
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Federal Insurance Company – Endorsement No. 20
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ee.
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Federal Insurance Company – Endorsement No. 21
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ff.
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Federal Insurance Company – Endorsement No. 22
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Had each of the Funds listed below on Attachment A not been named as an insured under the joint insured bonds in effect, it is estimated that each Fund would have been required to maintain coverage under the Rule as set forth on Attachment B.
The premium on the above-mentioned bonds has been paid from November 1, 2010 to November 1, 2011.
SUSAN S. NEWTON
Assistant Secretary and Assistant Clerk
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/bjn
Attachments
ATTACHMENT A
MFS SERIES TRUST I (File Nos. 33-7638 and 811-4777)
MFS Cash Reserve Fund (“MCF”)
MFS Core Equity Fund (“RGI”)
MFS Core Growth Fund (CGF”)
MFS New Discovery Fund (“NDF”)
MFS Research International Fund (“RIF”)
MFS Technology Fund (“SCT”)
MFS Value Fund (“EIF”)
MFS
®
SERIES TRUST II (File Nos. 33-7637 and 811-4775)
MFS Growth Fund (“MEG”)
MFS
®
SERIES TRUST III (File Nos. 2-60491 and 811-2794)
MFS High Income Fund (“MFH”)
MFS High Yield Opportunities Fund (“HYO”)
MFS Municipal High Income Fund (“MMH”)
MFS
®
SERIES TRUST IV (File Nos. 2-54607 and 811-2594)
MFS Government Money Market Fund (“MMG”)
MFS Mid Cap Growth Fund (“OTC”)
MFS Money Market Fund (“MMM”)
MFS
®
SERIES TRUST V (File Nos. 2-38613 and 811-2031)
MFS International New Discovery Fund (“MIO”)
MFS Research Fund (“MFR”)
MFS Total Return Fund (“MTR”)
MFS
®
SERIES TRUST VI (File Nos. 33-34502 and 811-6102)
MFS Global Equity Fund (“MWE”)
MFS Global Total Return Fund (“MWT”)
MFS Utilities Fund (“MMU”)
MFS
®
SERIES TRUST VII (File Nos. 2-68918 and 811-3090)
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MFS Asia Pacific ex-Japan Fund (AJX)
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MFS European Equity Fund (EEQ)
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MFS Latin American Equity Fund (LEQ)
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MFS
®
SERIES TRUST VIII (File Nos. 33-37972 and 811-5262)
MFS Global Growth Fund (“WGF”)
MFS Strategic Income Fund (“MSI”)
MFS
®
SERIES TRUST IX (File Nos. 2-50409 and 811-2464)
MFS Bond Fund (“MFB”)
MFS Inflation-Adjusted Bond Fund (“IAB”)
MFS Limited Maturity Fund (“MLM”)
MFS Municipal Limited Maturity Fund (“MML”)
MFS Research Bond Fund (“RBF”)
MFS Research Bond Fund J (“RBJ”)
ATTACHMENT A
MFS
®
SERIES TRUST X (File Nos. 33-1657 and 811-4492)
MFS Aggressive Growth Allocation Fund (“AGG”)
MFS Conservative Allocation Fund (“CON”)
MFS Emerging Markets Debt Fund (“EMD”)
MFS Emerging Markets Equity Fund (“FEM”)
MFS Global Bond Fund ("GLB")
MFS
Growth Allocation Fund (“GRO”)
MFS International Diversification Fund (“MDI”)
MFS International Growth Fund (“FGF”)
MFS International Value Fund (“FGI”)
MFS Moderate Allocation Fund (“MOD”)
MFS
®
SERIES TRUST XI (File Nos. 33-68310 and 811-7992)
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MFS Blended Research Core Equity Fund (formerly, MFS Union Standard Equity Fund (“UNE”)
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MFS Mid Cap Value Fund (“MDV”)
MFS
®
SERIES TRUST XII (File Nos. 333-126328 and 811-21780)
MFS Lifetime 2010 Fund (“ML1”)
MFS Lifetime 2020 Fund (“ML2”)
MFS Lifetime 2030 Fund (“ML3”)
MFS Lifetime 2040 Fund (“ML4”)
MFS Lifetime 2050 Fund ("ML5")
MFS Lifetime Retirement Income Fund (“LRT”)
MFS Sector Rotational Fund (“MSR”)
MFS
®
SERIES TRUST XIII (File Nos. 2-74959 and 811-3327)
MFS Diversified Income Fund (“DIF”)
MFS Global Real Estate Fund (“GRE”)
MFS Government Securities Fund (“MGS”)
MFS
®
SERIES TRUST XIV (File No. 811-22033)
MFS Institutional Money Market Portfolio (“IMM”)
MFS
®
SERIES TRUST XV (File Nos. 2-96738 and 811-4253)
MFS Commodity Strategy Fund
MFS Diversified Target Return Fund (“DTR”)
ATTACHMENT A
MFS
®
MUNICIPAL SERIES TRUST (File Nos. 2-92915 and 811-4096)
MFS Alabama Municipal Bond Fund (“MAL”)
MFS Arkansas Municipal Bond Fund (“MAR”)
MFS California Municipal Bond Fund (“MCA”)
MFS Florida Municipal Bond Fund (“MFL”)
MFS Georgia Municipal Bond Fund (“MGA”)
MFS Maryland Municipal Bond Fund (“MMD”)
MFS Massachusetts Municipal Bond Fund (“MMA”)
MFS Mississippi Municipal Bond Fund (“MMP”)
MFS Municipal Income Fund (“MMI”)
MFS New York Municipal Bond Fund (“MNY”)
MFS North Carolina Municipal Bond Fund (“MNC”)
MFS Pennsylvania Municipal Bond Fund (“MPA”)
MFS South Carolina Municipal Bond Fund (“MSC”)
MFS Tennessee Municipal Bond Fund (“MTN”)
MFS Virginia Municipal Bond Fund (“MVA”)
MFS West Virginia Municipal Bond Fund (“MWV”)
MFS
®
VARIABLE INSURANCE TRUST (File Nos. 33-74668 and 811-8326)
MFS Core Equity Series (“VVS”)
MFS Growth Series (“VEG”)
MFS Global Equity Series (“VGE”)
MFS High Income Series (“VHI”)
MFS Investors Growth Stock Series (“VGS”)
MFS Investors Trust Series (“VGI”)
MFS Mid Cap Growth Series (“VMG”)
MFS New Discovery Series (“VND”)
MFS Research Bond Series (“VFB”)
MFS Research International Series (“VRI”)
MFS Research Series (“VFR”)
MFS Strategic Income Series (“VWG”)
MFS Total Return Series (“VTR”)
MFS Utilities Series (“VUF”)
MFS Value Series (“VLU”)
MFS
®
INSTITUTIONAL TRUST (File Nos. 33-37615 and 811-6174)
MFS Institutional International Equity Fund (“IIE”)
MFS Institutional Large Cap Value Fund (“ILV”)
STAND-ALONE FUNDS:
Massachusetts Investors Trust (“MIT”) (File Nos. 2-11401 and 811-203)
Massachusetts Investors Growth Stock Fund (“MIG”) (File Nos. 2-14677 and 811-859)
ATTACHMENT A
CLOSED-END FUNDS:
MFS California Municipal Fund (“CCA”) (File Nos. 333-84993 and 811-9537)
MFS Charter Income Trust (“MCR”) (File Nos. 33-29012 and 811-5822)
MFS Government Markets Income Trust (“MGF”) (File Nos. 33-12945 and 811-5078)
MFS High Income Municipal Trust (“CXE”) (File Nos. 333-81129 and 811-5754)
MFS High Yield Municipal Trust (“CMU”) (File Nos. 33-77261 and 811-4992)
MFS InterMarket Income Trust I (“CMK”) (File Nos. 33-30179 and 811-5851
MFS Intermediate High Income Fund (“CIH”) (File Nos. 333-85901 and 811-5567)
MFS Intermediate Income Trust (“MIN”) (File Nos. 33-19364 and 811-5440)
MFS Investment Grade Municipal Trust (“CXH”) (File Nos. 333-81131 and 811-5785)
MFS Multimarket Income Trust (“MMT”) (File Nos. 33-11246 and 811-4975)
MFS Municipal Income Trust (“MFM”) (File Nos. 33-8850 and 811-4841)
MFS Special Value Trust (“MFV”) (File Nos. 33-31346 and 811-5912)
COMPASS VARIABLE ACCOUNTS:
Capital Appreciation Variable Account (“CAVA”) (File Nos. 33-19632, 2-79143 and 811-3561)
Global Governments Variable Account (“WGVA”) (File Nos. 33-19629, 33-19739 and 811-5450)
Government Securities Variable Account (“GSVA”) (File Nos. 33-19630, 2-90805 and 811-4009)
High Yield Variable Account (“HYVA”) (File Nos. 33-19631, 2-79142 and 811-3562)
Money Market Variable Account (“MMVA”) (File Nos. 33-19628, 2-79141 and 811-3563)
Total Return Variable Account (“TRVA”) (File Nos. 33-19626, 33-19738 and 811-5448)
MFS
®
VARIABLE INSURANCE TRUST II (File Nos. 2-83616 and 811-3732)
MFS Blended Research Core Equity Portfolio (“CGS”)
MFS Blended Research Growth Portfolio (“BRG”)
MFS Blended Research Value Portfolio (“BRV”)
MFS Bond Portfolio (“BDS”)
MFS Core Equity Portfolio (“RGS”)
MFS Growth Portfolio (“EGS”)
MFS Emerging Markets Equity Portfolio (“FCE”)
MFS Global Governments Portfolio (“WGS”)
MFS Global Growth Portfolio (“WGO”)
MFS Global Research Portfolio (“RES”)
MFS Global Tactical Allocation Portfolio (formerly, MFS Global Total Return Portfolio (“WTS”)
MFS Government Securities Portfolio (“GSS”)
MFS High Yield Portfolio (“HYS”)
MFS International Growth Portfolio (“FCI”)
MFS International Value Portfolio (“FCG”)
MFS Massachusetts Investors Growth Stock Portfolio (“MIS”)
MFS Mid Cap Growth Portfolio (“MCS”)
MFS Money Market Portfolio (“MKS”)
MFS New Discovery Portfolio (“NWD”)
MFS Research International Portfolio (“RSS”)
MFS Strategic Income Portfolio (“SIS”)
MFS Technology Portfolio (“TKS”)
MFS Total Return Portfolio (“TRS”)
MFS Utilities Portfolio (“UTS”)
MFS Value Portfolio (“EIS”)
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
MFS
®
SERIES TRUST I
MCF
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$ 900,000
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RGI
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1,000,000
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CGF
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1,500,000
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NDF
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1,000,000
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RIF
|
2,500,000
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SCT
|
600,000
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EIF
|
2,500,000
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MFS
®
SERIES TRUST II
MFS
®
SERIES TRUST III
MFH
|
$1,000,000
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HYO
|
900,000
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MMH
|
1,500,000
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MFS SERIES TRUST IV
MMG
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$ 250,000
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OTC
|
1,000,000
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MMM
|
900,000
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MFS
®
SERIES TRUST V
MIO
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$1,900,000
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MFR
|
1,700,000
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MTR
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2,500,000
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MFS
®
SERIES TRUST VI
MWE
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$ 900,000
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MWT
|
900,000
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MMU
|
2,100,000
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MFS
®
SERIES TRUST VII
AJX
|
$ 100,000
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EEQ
|
100,000
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LEQ
|
100,000
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MFS
®
SERIES TRUST VIII
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
MFS
®
SERIES TRUST IX
MFB
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$1,250,000
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IAB
|
900,000
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MLM
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1,250,000
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MML
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900,000
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RBF
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1,900,000
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RBJ
|
400,000
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MFS
®
SERIES TRUST X
AGG
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$1,250,000
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CON
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1,250,000
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EMD
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2,1000,000
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FEM
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900,000
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GLB
|
750,000
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GRO
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1,700,000
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MDI
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1,700,000
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FGF
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1,500,000
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FGI
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2,100,000
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MOD
|
1,700,000
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MFS
®
SERIES TRUST XI
MFS
®
SERIES TRUST XII
ML1
|
$400,000
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ML2
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525,000
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ML3
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450,000
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ML4
|
400,000
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ML5
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75,000
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LRT
|
400,000
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MSR
|
525,000
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MFS
®
SERIES TRUST XIII
MGS
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$1,500,000
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DIF
|
750,000
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GRE
|
600,000
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MFS
®
SERIES TRUST XIV
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
MFS
®
SERIES TRUST XV
MFS
®
MUNICIPAL SERIES TRUST
MAL
|
$450,000
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MAR
|
600,000
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MCA
|
750,000
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MFL
|
350,000
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MGA
|
400,000
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MMD
|
525,000
|
MMA
|
750,000
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MMP
|
525,000
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MMI
|
1,500,000
|
MNY
|
600,000
|
MNC
|
750,000
|
MPA
|
600,000
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MSC
|
600,000
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MTN
|
525,000
|
MVA
|
750,000
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MWV
|
525,000
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ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
MFS
®
VARIABLE INSURANCE TRUST
VVS
|
$ 400,000
|
VEG
|
750,000
|
VGE
|
350,000
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VHI
|
750,000
|
VGS
|
750,000
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VGI
|
900,000
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VMG
|
525,000
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VND
|
900,000
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VFB
|
900,000
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VRI
|
600,000
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VFR
|
600,000
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VWG
|
350,000
|
VTR
|
1,900,000
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VUF
|
1,500,000
|
VLU
|
1,250,000
|
MFS
®
INSTITUTIONAL TRUST
IIE
|
$1,900,000
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ILV
|
525,000
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MASSACHUSETTS INVESTORS TRUST (“MIT”)
MASSACHUSETTS INVESTORS GROWTH STOCK FUND (“MIG”)
MFS GROWTH OPPORTUNITIES FUND (“MGO”)
MFS
®
GOVERNMENT MARKETS INCOME TRUST (“MGF”)
MFS
®
INTERMEDIATE INCOME TRUST (“MIN”)
MFS
®
CHARTER INCOME TRUST (“MCR”)
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
MFS
®
SPECIAL VALUE TRUST (“MFV”)
MFS
®
MUNICIPAL INCOME TRUST (“MFM”)
MFS
®
MULTIMARKET INCOME TRUST (“MMT”)
MFS
®
CALIFORNIA INSURED MUNICIPAL FUND (“CCA”)
MFS
®
HIGH INCOME MUNICIPAL TRUST (“CXE”)
MFS
®
HIGH YIELD MUNICIPAL TRUST (“CMU”)
MFS
®
INTERMARKET INCOME TRUST I (“CMK”)
MFS
®
INTERMEDIATE HIGH INCOME FUND (“CIH”)
MFS
®
INVESTMENT GRADE MUNICIPAL TRUST (“CXH”)
CAPITAL APPRECIATION VARIABLE ACCOUNT (“CAVA”)
GLOBAL GOVERNMENTS VARIABLE ACCOUNT (“WGVA”)
GOVERNMENT SECURITIES VARIABLE ACCOUNT (“GSVA”)
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE
HIGH YIELD VARIABLE ACCOUNT (“HYVA”)
MONEY MARKET VARIABLE ACCOUNT (“MMVA”)
TOTAL RETURN VARIABLE ACCOUNT (“TRVA”)
MFS
®
VARIABLE INSURANCE TRUST II
BDS
|
$ 600,000
|
BRG
|
125,000
|
BRV
|
125,000
|
CGS
|
900,000
|
RGS
|
525,000
|
EGS
|
600,000
|
FCE
|
525,000
|
WGS
|
350,000
|
WGO
|
400,000
|
WTS
|
750,000
|
GSS
|
900,000
|
HYS
|
600,000
|
FCI
|
750,000
|
FCG
|
750,000
|
MIS
|
750,000
|
MCS
|
350,000
|
MKS
|
750,000
|
NWD
|
600,000
|
RSS
|
600,000
|
RES
|
600,000
|
SIS
|
400,000
|
TKS
|
225,000
|
TRS
|
1,250,000
|
UTS
|
750,000
|
EIS
|
900,000
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CERTIFICATE OF ASSISTANT SECRETARY
MFS VARIABLE INSURANCE TRUST II
(the “Trust”):
COMPASS ACCOUNTS
(“Accounts”):
Capital Appreciation Variable Account
Global Governments Variable Account
Government Securities Variable Account
High Yield Variable Account
Money Market Variable Account
Total Return Variable Account
The undersigned, being the Assistant Secretary of the above-mentioned Trust and Accounts, (collectively, the “Funds”), hereby certifies that the following is a complete, true and correct copy of the vote adopted by the Trustees of the Trust and Accounts on October 20, 2010, and that such votes have not been altered, amended or rescinded and is in full force and effect as of the date hereof.
[ALL]
Upon motion duly made and seconded, it was by all of the Independent Trustees/Managers voting together and then all of the Trustees/Managers present
Fidelity Bond Coverage and Premium Allocation
VOTED:
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That it is the finding of the Trustees that the fidelity bonds written by ICI Mutual Insurance Company (ICI Mutual), Federal Insurance Company (Chubb), and Hartford, (collectively, the "Bond") in the aggregate amount of $55 million (the “Coverage Amount”), covering, among others, Trustees, officers and employees of the Trust, in accordance with the requirements of Rule 17g-1 promulgated by the Securities and Exchange Commission under Section 17(g) of the Investment Company Act of 1940, as amended, are reasonable in form and amount, after having given due consideration to, among other things, the value of the aggregate assets of the Trust to which any person covered under the Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of assets of the Trust, the nature of the Trust's securities, the number of other parties named as insured parties under the Bond and the nature of the business activities of the other parties;
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FURTHER
VOTED:
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That after having given due consideration to, among other things, the number of other parties insured under the Bond, the nature of business activities of those other parties, the amount of the Bond, the amount of the premium and the ratable allocation of the premium and service fee among all parties named as insureds, that the premium on the Bond and service fee be, and it hereby is, allocated among the insured parties in the proportion that the higher of their minimum required or assigned coverage bears to the Coverage Amount;
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FURTHER
VOTED:
|
That the officers of the Trust be, and each of them hereby is, authorized and directed to enter into an agreement, as required by paragraph (f) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, with the other named insureds under said Bond providing that in the event any recovery is received under the Bond as a result of a loss sustained by the Trust and also by one or more of the other named insureds, the Trust shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
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FURTHER
VOTED:
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That the Bond be, and it hereby is, approved;
|
FURTHER
VOTED:
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That the appropriate officers of the Trust be, and they hereby are, authorized and directed to prepare, execute, and file such amendments and supplements to the aforesaid agreement, and to take such other action as may be necessary or appropriate in order to conform to the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder; and
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FURTHER
VOTED:
|
That the Secretary or any Assistant Secretary of the Trust shall file the Bond with the Securities and Exchange Commission and give notices required under paragraph (g) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, I have hereunder set my hand this 23
rd
day of December 2010.
SUSAN S. NEWTON
Susan S. Newton
Assistant Secretary
Date: December 23, 2010
Commonwealth of Massachusetts )
) ss.
County of Suffolk )
On this 23
rd
day of December 2010, before me, Martha J. Donovan, the undersigned Notary Public, personally appeared Susan S. Newton, who is personally known to me to be the person whose name is signed above, and acknowledged to me that she signed it voluntarily for its stated purpose as Assistant Secretary of the Trust and Accounts.
MARTHA J. DONOVAN
Martha J. Donovan
Notary Public
My commission expires: September 23, 2016
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CERTIFICATE OF ASSISTANT SECRETARY
MFS Series Trust I
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MFS Series Trust II
|
MFS Series Trust III
|
MFS Series Trust IV
|
MFS Series Trust V
|
MFS Series Trust VI
|
MFS Series Trust VII
|
MFS Series Trust VIII
|
MFS Series Trust IX
|
MFS Series Trust X
|
MFS Series Trust XI
|
MFS Series Trust XII
|
MFS Series Trust XIII
|
MFS Series Trust XIV
|
MFS Series Trust XV
|
MFS Municipal Series Trust
|
MFS Variable Insurance Trust
|
MFS Institutional Trust
|
Massachusetts Investors Trust
|
Massachusetts Investors Growth Stock Fund
|
MFS Growth Opportunities Fund
|
MFS California Municipal Fund
|
MFS Charter Income Trust
|
MFS Government Markets Income Trust
|
MFS High Income Municipal Trust
|
MFS High Yield Municipal Trust
|
MFS InterMarket Income Trust I
|
MFS Intermediate High Income Fund
|
MFS Intermediate Income Trust
|
MFS Investment Grade Municipal Trust
|
MFS Municipal Income Trust
|
MFS Multimarket Income Trust
|
MFS Special Value Trust
|
The undersigned, being the Assistant Secretary of the above-mentioned Trusts, (collectively, the “Trusts”), hereby certifies that the following is a complete, true and correct copy of the vote adopted by the Trustees of the Trusts on October 26, 2010, and that such vote has not been altered, amended or rescinded and is in full force and effect as of the date hereof.
[ALL]
Upon motion duly made and seconded, it was by all of the Independent Trustees voting together and then all of the Trustees present
Fidelity Bond Coverage and Premium Allocation
VOTED:
|
That it is the finding of the Trustees that the fidelity bonds written by ICI Mutual Insurance Company (ICI Mutual), Federal Insurance Company (Chubb), and Hartford, (collectively, the "Bond") in the aggregate amount of $55 million (the “Coverage Amount”), covering, among others, Trustees, officers and employees of the Trust, in accordance with the requirements of Rule 17g-1 promulgated by the Securities and Exchange Commission under Section 17(g) of the Investment Company Act of 1940, as amended, are reasonable in form and amount, after having given due consideration to, among other things, the value of the aggregate assets of the Trust to which any person covered under the Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of assets of the Trust, the nature of the Trust's securities, the number of other parties named as insured parties under the Bond and the nature of the business activities of the other parties;
|
FURTHER
VOTED:
|
That after having given due consideration to, among other things, the number of other parties insured under the Bond, the nature of business activities of those other parties, the amount of the Bond, the amount of the premium and the ratable allocation of the premium and service fee among all parties named as insureds, that the premium on the Bond and service fee be, and it hereby is, allocated among the insured parties in the proportion that the higher of their minimum required or assigned coverage bears to the Coverage Amount;
|
FURTHER
VOTED:
|
That the officers of the Trust be, and each of them hereby is, authorized and directed to enter into an agreement, as required by paragraph (f) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, with the other named insureds under said Bond providing that in the event any recovery is received under the Bond as a result of a loss sustained by the Trust and also by one or more of the other named insureds, the Trust shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
|
FURTHER
VOTED:
|
That the Bond be, and it hereby is, approved;
|
FURTHER
VOTED:
|
That the appropriate officers of the Trust be, and they hereby are, authorized and directed to prepare, execute, and file such amendments and supplements to the aforesaid agreement, and to take such other action as may be necessary or appropriate in order to conform to the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder; and
|
FURTHER
VOTED:
|
That the Secretary or any Assistant Secretary of the Trust shall file the Bond with the Securities and Exchange Commission and give notices required under paragraph (g) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.
|
IN WITNESS WHEREOF, I have hereunder set my hand this 23
rd
day of December 2010.
SUSAN S. NEWTON
Susan S. Newton
Assistant Secretary
Date: December 23, 2010
Commonwealth of Massachusetts )
) ss.
County of Suffolk )
On this 23
rd
day of December 2010, before me, Martha J. Donovan, the undersigned Notary Public, personally appeared Susan S. Newton, who is personally known to me to be the person whose name is signed above, and acknowledged to me that she signed it voluntarily for its stated purpose as Assistant Secretary for the MFS Funds.
MARTHA J. DONOVAN
Martha J. Donovan
Notary Public
My commission expires: September 23, 2016
|
FIDELITY BOND CLAIM AGREEMENT
THIS MASTER FIDELITY BOND CLAIM AGREEMENT dated November 1, 1993, as amended and restated June 12, 2002, as amended and restated March 1, 2008, by and among (i) each of the funds listed from time to time in
Exhibit A
(collectively, the “Funds” or “Fund Parties”) and (ii) Massachusetts Financial Services Company (“MFS”), MFS Service Center, Inc. (“MFSC”), MFS Fund Distributors, Inc. (“MFD”), MFS Heritage Trust Company, MFS Institutional Advisors, Inc., and MFS International Ltd., (collectively, the “MFS Parties”).
WHEREAS, MFS or certain other MFS Parties act as investment adviser to all of the Funds and certain other clients, MFD acts as distributor for certain of the Funds and MFSC acts as the transfer and shareholder servicing agent for certain of the Funds; and from time to time hereafter each may act in the same capacities with respect to other clients including other investment companies;
WHEREAS, all the parties hereto are named insureds under broker’s blanket bonds issued by each of the insurance companies listed from time to time in
Exhibit B
, and/or such other insurance companies as from time to time may insure parties hereto as such bonds may be amended and/or restated from time to time (collectively the “Bonds”);
WHEREAS, the parties desire to establish (i) the criteria by which the premium for the Bonds shall be allocated among the parties, (ii) the basis on which additional investment companies for which MFS, or any subsidiary thereof, may hereafter act as investment adviser and/or for which MFD may act as distributor, and additional affiliates of MFS may from time to time be added as named insureds under the Bonds and (iii) the criteria by which losses in excess of the face amounts of the Bonds shall be allocated among the parties.
NOW THEREFORE, it is agreed as follows:
1.
Each of the Funds shall pay a portion of each premium which shall be determined as of a specified date (the “Date”) which is the same date for all Fund Parties by calculating the proportion which the minimum amount of fidelity bond coverage required for such Fund (calculated in accordance with Rule 17g-1 under the Investment Company Act of 1940, as amended, (“Rule 17g-1”)) bears to the total amount of coverage provided for under the Bonds and applying said proportion to the total annual premium. The amount remaining after calculating the portions of the premium to be paid by the Funds shall be paid by MFS or such MFS Parties as MFS shall determine.
2.
If one or more of the insurance companies listed in Exhibit B (or such other insurers as from time to time may insure the parties hereto) are willing without additional premium until the next renewal date to add, as an insured under any of the Bonds, (i) any investment company permitted to be included on the Bonds pursuant to Rule 17g-1 for which MFS (or any subsidiary thereof) may act as investment adviser and/or for which MFD may act as distributor, or (ii) any affiliate of MFS permitted to be included on the Bonds pursuant to Rule 17g-1, the parties hereto agree (a) that such addition may be made, (b) that such investment company shall become a party to this Agreement and be included within the terms “Funds” and “Fund Parties” and (c) that such affiliate shall become a party to this Agreement and be included within the term “MFS Parties.”
3.
In the event that the claims of loss of two or more insureds under the Bonds are so related that the insurer is entitled to assert that the claims must be aggregated with the result that the claims exceed the face amount of the Bonds but the total amount payable on such claims is limited to the face amount of the Bonds, the following rules for determining, as among such insureds, the priority of satisfaction of the claims under the Bonds shall apply:
A.
All claims of Funds which have been duly proved and established under the Bonds shall be satisfied in full before satisfaction of any claims of MFS or other MFS Parties, if any.
B.
If the claims of Funds which have been duly proved and established under the Bonds exceed the face amount of the Bonds, the insurance proceeds shall be applied to those claims in the following manner:
(i)
|
first, the insurance proceeds shall be applied to the claim of each Fund up to its respective minimum fidelity bond requirement as determined pursuant to paragraph one above with respect to the Funds; and
|
(ii)
|
the remaining amount of insurance proceeds then shall be applied to the unsatisfied claims of the Funds in proportion to their respective minimum fidelity bond requirements as determined pursuant to paragraph one above with respect to the Funds.
|
C.
If after giving effect to Paragraph A there remains a portion of the insurance under the Bonds available for the satisfaction of claims of MFS or other MFS Parties, if any, which have been duly proved and established under the Bonds, such remainder shall be applied as MFS shall determine.
4. This Agreement hereby supercedes all prior or contemporaneous agreements among the parties hereto (or any two or more of them) (which other agreements may include other parties) relating to the subject matter hereof.
5. The Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
6.
Exhibit A
hereto may be amended from time to time to reflect the changes in the funds insured under the Bonds.
7.
Exhibit B
hereto may be amended from time to time to reflect the changes in the insurance companies issuing the Bonds.
8. A copy of the Declaration of Trust of each Fund is on file with the Secretary of State of The Commonwealth of Massachusetts. Each party hereto acknowledges that the obligations of or arising out of this Agreement 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. If this Agreement is executed by the Fund on behalf of one or more series of the Fund, each party hereto further acknowledges that the assets and liabilities of each series are separate and distinct and that the obligations of or arising out of this Agreement concerning a series are binding solely upon the assets or property of such series and not upon the assets or property of any other series.
9. This Agreement may be amended or modified only with the prior written consent of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned officers, thereunto duly authorized, all as of the first day of March 2008.
MASSACHUSETTS FINANCIAL SERVICES COMPANY
MFS SERVICE CENTER, INC.
MFS FUND DISTRIBUTORS, INC.
MFS INSTITUTIONAL ADVISORS, INC.
MFS INTERNATIONAL LTD.
By:
MARK N. POLEBAUM
Mark N. Polebaum
Secretary
MFS HERITAGE TRUST COMPANY
By:
MARIA F. DIORIODWYER
Maria F. DiOrioDwyer
Chairman
On Behalf of the Funds Listed From Time to Time
On Exhibit A Hereto:
By:
SUSAN S. NEWTON
Susan S. Newton
Assistant Secretary or Assistant Clerk
FIDELITY BOND CLAIM AGREEMENT
EXHIBIT A
As of October 1, 2010
MFS FUNDS BOARD PRODUCTS:
|
MFS SERIES TRUST I
|
MFS Cash Reserve Fund
|
MFS Core Equity Fund
|
MFS Core Growth Fund
|
MFS New Discovery Fund
|
MFS Research International Fund
|
MFS Technology Fund
|
MFS Value Fund
|
|
MFS SERIES TRUST II
|
MFS Growth Fund
|
|
MFS SERIES TRUST III
|
MFS High Income Fund
|
MFS High Yield Opportunities Fund
|
MFS Municipal High Income Fund
|
|
MFS SERIES TRUST IV
|
MFS Government Money Market Fund
|
MFS Mid Cap Growth Fund
|
MFS Money Market Fund
|
|
MFS SERIES TRUST V
|
MFS Research Fund
|
MFS Total Return Fund
|
MFS International New Discovery Fund
|
|
MFS SERIES TRUST VI
|
MFS Global Equity Fund
|
MFS Global Total Return Fund
|
MFS Utilities Fund
|
|
MFS SERIES TRUST VII
|
MFS Asia Pacific Ex-Japan Fund
|
MFS European Equity Fund
MFS Latin American Fund
|
|
|
MFS SERIES TRUST VIII
|
MFS Global Growth Fund
|
MFS Strategic Income Fund
|
|
MFS SERIES TRUST IX
|
MFS Bond Fund
|
MFS Inflation-Adjusted Bond Fund
|
MFS Limited Maturity Fund
|
MFS Municipal Limited Maturity Fund
|
MFS Research Bond Fund
|
MFS Research Bond Fund J
|
|
MFS SERIES TRUST X
|
MFS Aggressive Growth Allocation Fund
|
MFS Conservative Allocation Fund
|
MFS Emerging Markets Debt Fund
|
MFS Emerging Markets Equity Fund
|
MFS Global Bond Fund
-MFS Growth Allocation Fund
|
MFS International Diversification Fund
|
MFS International Growth Fund
|
MFS International Value Fund
|
MFS Moderate Allocation Fund
|
|
MFS SERIES TRUST XI
|
MFS Blended Research Core Equity Fund
|
MFS Mid Cap Value Fund
|
|
MFS SERIES TRUST XII
|
MFS Lifetime Retirement Income Fund
|
MFS Lifetime 2010 Fund
|
MFS Lifetime 2020 Fund
|
MFS Lifetime 2030 Fund
|
MFS Lifetime 2040 Fund
|
MFS Lifetime 2050 Fund
|
MFS Sector Rotational Fund
|
|
MFS SERIES TRUST XIII
|
MFS Diversified Income Fund
|
MFS Global Real Estate Fund
|
MFS Government Securities Fund
|
|
MFS SERIES TRUST XIV
|
MFS Institutional Money Market Portfolio
|
|
MFS SERIES TRUST XV
|
MFS Commodity Strategy Fund
|
MFS Diversified Target Return Fund
|
|
STAND-ALONE FUNDS
|
|
Massachusetts Investors Growth Stock Fund
|
Massachusetts Investors Trust
|
|
CLOSED-END FUNDS
|
MFS California Municipal Fund
|
MFS Charter Income Trust
|
MFS Government Markets Income Trust
|
MFS High Income Municipal Trust
|
MFS High Yield Municipal Trust
|
MFS InterMarket Income Trust I
|
MFS Intermediate High Income Fund
|
MFS Intermediate Income Trust
|
MFS Investment Grade Municipal Trust
|
MFS Multimarket Income Trust
|
MFS Municipal Income Trust
|
MFS Special Value Trust
|
|
MFS MUNICIPAL SERIES TRUST
|
MFS Alabama Municipal Bond Fund
|
MFS Arkansas Municipal Bond Fund
|
MFS California Municipal Bond Fund
|
MFS Florida Municipal Bond Fund
|
MFS Georgia Municipal Bond Fund
|
MFS Maryland Municipal Bond Fund
|
MFS Massachusetts Municipal Bond Fund
|
MFS Mississippi Municipal Bond Fund
|
MFS New York Municipal Bond Fund
|
MFS North Carolina Municipal Bond Fund
|
MFS Pennsylvania Municipal Bond Fund
|
MFS South Carolina Municipal Bond Fund
|
MFS Tennessee Municipal Bond Fund
|
MFS Virginia Municipal Bond Fund
|
MFS West Virginia Municipal Bond Fund
|
MFS Municipal Income Fund
|
|
MFS VARIABLE INSURANCE TRUST
|
MFS Core Equity Series
|
MFS Growth Series
|
MFS Global Equity Series
|
MFS High Income Series
|
MFS Investors Growth Stock Series
|
MFS Investors Trust Series
|
MFS Mid Cap Growth Series
|
MFS New Discovery Series
|
MFS Research Bond Series
|
MFS Research International Series
|
MFS Research Series
|
MFS Strategic Income Series
|
MFS Total Return Series
|
MFS Utilities Series
|
MFS Value Series
|
|
MFS INSTITUTIONAL TRUST
|
MFS Institutional International Equity Fund
|
MFS Institutional Large Cap Value Fund
|
|
COMPASS BOARD PRODUCTS:
|
MFS VARIABLE INSURANCE TRUST II
|
MFS Blended Research Core Equity Portfolio
|
MFS Blended Research Growth Portfolio
|
MFS Blended Research Value Portfolio
|
MFS Bond Portfolio
|
MFS Core Equity Portfolio
|
MFS Growth Portfolio
|
MFS Emerging Markets Equity Portfolio
|
MFS Global Governments Portfolio
|
MFS Global Growth Portfolio
|
MFS Global Research Portfolio
|
MFS Global Tactical Allocation Portfolio
|
MFS Government Securities Portfolio
|
MFS High Yield Portfolio
|
MFS International Growth Portfolio
|
MFS International Value Portfolio
|
MFS Massachusetts Investors Growth Stock Portfolio
|
MFS Mid Cap Growth Portfolio
|
MFS Money Market Portfolio
|
MFS New Discovery Portfolio
|
MFS Research International Portfolio
|
MFS Strategic Income Portfolio
|
MFS Technology Portfolio
|
MFS Total Return Portfolio
|
MFS Utilities Portfolio
|
MFS Value Portfolio
|
|
COMPASS VARIABLE ACCOUNTS
|
Capital Appreciation Variable Account
|
Government Securities Variable Account
|
Global Governments Variable Account
|
High Yield Variable Account
|
Money Market Variable Account
|
Total Return Variable Account
|
FIDELITY BOND CLAIM AGREEMENT
EXHIBIT B
As of November 1, 2010
ICI Mutual Insurance Company (ICI)
Federal Insurance Company (Chubb)
Hartford (Hartford)
NOTICE: THIS IS A CLAIMS MADE POLICY, EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS POLICY IS LIMITED TO LIABILITY FOR ACTS COVERED BY UNDERLYING INSURANCE (ITEM D.) FOR WHICH CLAIMS ARE FIRST MADE AGAINST THE INSURED(S) WHILE THE POLICY IS IN FORCE. THIS POLICY DOES NOT PROVIDE FOR THE UNDERWRITERS TO DEFEND THE INSURED, AND ANY DEFENSE COSTS AND OTHER CLAIM EXPENSE COVERED UNDER THE POLICY IS PART OF AND NOT IN ADDITION TO THE LIMIT OF LIABILITY.
PLEASE READ AND REVIEW THE POLICY CAREFULLY.
DECLARATIONS
ITEM A.
Name of Insured:
(hereinafter called the "Insured")
Address of Insured:
MASSACHUSETTS SERVICES COMPANY 500 BOYLSTON STREET
DBA MFS INVESTMENT MANAGEMENT BOSTON, MA 02116
ITEM B.
Policy Period:
From 12:01 a.m. on
11/01/10
12:01 a.m. on
11/01/11
(Standard Time at the address stated in Item A)
ITEM C.
LIMIT OF LIABILITY:
SEE FORM # UE00H07500
Aggregate each Policy Period, Including claim expense.
ITEM D. SCHEDULE OF UNDERLYING INSURANCE:
|
Company:
|
SEE FORM # UE00H07500
|
Limit of Liability:
(2) Underlying Excess Policy(ies):
|
SEE FORM # UE00H07500
|
|
ITEM E.
|
ENDORSEMENTS EFFECTIVE AT INCEPTION:
SEE FORM # GU207
|
|
ITEM F.
|
TERMINATION OF PRIOR POLICY(IES):
N/A
|
ITEM G
.
DISCOVERY CLAUSE:
(1) Additional Premium: N/A
(2) Additional Period: N/A
ITEM H.
POLICY PERIOD PREMIUM:
$24,130.00
December 7, 2010
__________________________________________
AUTHORIZED REPRESENTATIVE
DATE
____________________________________________________________________________________________________________
UE 00 H001 00 1001 COPY OF ORIGINAL POLICY
GU 207
(06-78)
ENDORSEMENT
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
SCHEDULE OF FORMS AND ENDORSEMENTS
RN00N02600 05/93 IN WITNESS PAGE
1. UE00H07500 12/05 EXCESS FIDELITY AMEND DECLARATIONS ENDORSEMENT
2. UE00M18000 12/10 NON-CANCELABLE EXCEPT FOR NON-PAYMENT OF PREMIUM
3. HG00H00901 07/08 AMEND MAILING ADDRESS FOR NOTICE ENDORSEMENT
4. HG000780100 10/04 ACCEPTANCE OF OTHER CARRIER’S APPLICATION
5. UE00H077100 06/06 EXCESS FIDELITY ENDORSEMENT WHEN PRIMARY POLICY IS PER
LOSS POLICY
6. UE00H07900 03/06 UNIVERSAL EXCESS OVER CRIME COVERAGE ONLY ENDORSEMENT
7. UE00H08201 12/06 EXHAUSTION OF UNDERLYING INSURANCE
HR00H09300 02/07 PRODUCER COMPENSATION NOTICE
COPY OF ORIGINAL POLICY
REV. ED. Date 04/02)
GU 207 (06-78)
The Hartford
UNIVERSAL EXCESS
TM
POLICY
I. INSURING AGREEMENT
The Insurer designated in the Declarations (a Stock Insurance Company herein called the "Underwriters"), in consideration of the payment of the premium and in reliance upon any application, materials or information made available by or on behalf of the Insured(s) to the Underwriters during the application or proposal process, and subject to all of the terms, conditions and exclusions of this policy, agrees with the Insured(s) as follows:
The Underwriters shall provide the Insured(s) with insurance during the Policy Period which is in excess of the total limits of liability and any retention/deductible under all Underlying Insurance, as set forth in Item D of the Declarations, whether collectible or not.
II. LIMIT OF LIABILITY
A.
|
It is expressly agreed that liability for any loss shall attach to the Underwriters only after the Primary and Underlying Excess insurers shall have paid the full amount of their respective liability (hereinafter referred to as the "Underlying Insurance") or the Insured(s) shall have paid the full amount of such liability due to the financial insolvency of an insurer of the Underlying Insurance. The Underwriters shall then be liable to pay only such additional amounts up to the Limit of Liability set forth in Item C of the Declarations, which shall be the maximum liability of the Underwriters in each Policy Period.
|
B.
|
In the event of the reduction or exhaustion of the aggregate limits of liability under the Primary and Underlying Excess Policy(ies) by reason of losses paid thereunder for claims first made while this policy is in force, this policy shall:
|
(1)
|
in the event of such reduction, continue in force excess of the reduced Primary and Underlying Insurance; or
|
(2)
|
in the event of exhaustion, continue in force as primary insurance, subject to the Underwriters' Limit of Liability and to the other terms, conditions and exclusions of this policy,
|
provided always that in the latter event this policy shall only pay excess of the retention/deductible applicable to such primary insurance as set forth in the Primary Policy, which shall be applied to any subsequent loss in the same manner specified in such primary insurance. Notice of exhaustion of Underlying Insurance shall be given the Underwriters upon such exhaustion. Nothing herein shall be construed to provide for any duty on the part of the Underwriters to defend any Insured or to pay defense or any claim expenses in addition to the Limit of Liability set forth in Item C of the Declarations.
|
C.
|
If the Primary Policy contains a specific grant of coverage that is subject to a sub-limit of liability, then coverage under this policy shall not apply to any claim which is subject to such sub-limit of liability. However, any such claim shall be recognized under this policy solely for purposes of reducing or exhausting, to any extent, the Underlying Insurance.
|
III. PRIMARY AND UNDERLYING INSURANCE
|
A.
|
This policy is subject to the same warranties, terms, conditions, definitions, exclusions and endorsements (except as regards the premium, the amount and limits of liability, and duty to defend, and except as otherwise provided herein) as are contained in or as may be added to the Primary Policy, together with all the warranties, terms, conditions, exclusions and limitations contained in or added by endorsement to any Underlying Excess Policy(ies). In no event shall this policy grant broader coverage than is provided by the most restrictive Primary or Underlying Excess Policy(ies).
|
|
B.
|
It is a condition precedent to this policy that the policy(ies) of the Primary and Underlying Excess Insurers shall be maintained in full effect while this policy is in force except for any reduction of the aggregate limits contained therein (as provided for in Section II., B. above).
|
|
C.
|
Failure of the Insured to comply with the foregoing shall not invalidate this policy, but in the event of such failure, the Underwriters shall be liable only to the extent that it would have been liable had the Insured complied therewith. To the extent that any Underlying Insurance is not maintained in full effect while this policy is in force, the Insured(s) shall be deemed to be self-insured for the amount of the limit of liability of the Underlying Insurance which is not maintained as set forth above.
|
UE 00 H002 00 1004
Page 1 of 3
COPY OF ORIGINAL POLICY
IV. COSTS, CHARGES, EXPENSES AND COOPERATION
|
A.
|
No costs, charges or expenses for investigation or defense of claims shall be incurred, or settlements made, without the Underwriters' written consent, such consent not to be unreasonably withheld; however, in the event of such consent being given, the Underwriters will pay, subject to the provisions of Section II., such costs, settlements, charges or expenses.
|
|
B.
|
The Underwriters may, at their sole option, elect to participate in the investigation, settlement or defense of any claim even if the Underlying Insurance has not been exhausted. The Insured(s) shall, as a condition precedent to their rights under this policy, give to the Underwriters all information and cooperation as the Underwriters may reasonably require and shall do nothing that may prejudice the Underwriters’ position or its potential or actual rights of recovery.
|
V. GENERAL CONDITIONS
A. Definitions
|
1.
|
Insured(s) means those individuals and/or entities insured under the Underlying Insurance.
|
|
2.
|
Primary Policy means the policy scheduled in Item D(1) of the Declarations.
|
|
3.
|
Underlying Excess Policy(ies) means the policy(ies) scheduled in Item D(2) of the Declarations.
|
|
4.
|
Underlying Insurance means all those policies scheduled in Item D of the Declarations.
|
|
5.
|
Policy Period means the period set forth in Item B of the Declarations, subject to prior cancellation pursuant to Section V. C.
|
B. Discovery Clause
If the Insured(s) elect and are granted a discovery period or extended reporting period under the Underlying Insurance, then the Insured(s) shall have the same ability to elect a discovery period or extended reporting period under this policy by: (i) satisfying the conditions as set forth in the Underlying Insurance; and (ii) paying the additional premium set forth in Item G(1) of the Declarations. If elected, the discovery period or extended reporting period shall be for the period of time set forth in Item G(2) of the Declarations.
C. Cancellation Clause
The Underwriter may cancel this policy for non-payment of premium by sending not less than ten (10) days notice to the Insured(s) at their last known address. The Underwriter may not otherwise cancel this policy. This policy may be cancelled by the Insured(s) in accordance with the conditions of the Underlying Insurance. If the policy shall be cancelled by the Insured(s), the Underwriters shall retain the customary short rate proportion of the premium hereon.
D. Termination of Prior Policy(ies)
The taking effect of this policy shall terminate, if not already terminated, the policy(ies) specified in Item F of the Declarations.
E. Notice
The Underwriters shall be given notice in writing as soon as practicable: (a) in the event of the cancellation or non-renewal of any Underlying Insurance; and (b) of any additional or return premiums charged or paid in connection with any Underlying Insurance.
Any changes in coverage in the Underlying Insurance or any changes in the Insured(s) that would require notice under the Underlying Insurance shall be reported to the Underwriters as soon as practicable and the Insured(s) shall, upon request, furnish the Underwriters with copies of such changes. The Underwriters shall not be subject to such changes without the Underwriter’s consent, such consent not to be unreasonably withheld.
UE 00 H002 00 1004
Page 2 of 3
In the event any claim is made against any Insured, written notice shall be given to the Underwriters in the same manner as given to the Primary Policy at 2 Park Ave, 5
th
Floor, New York, NY 10016, ATTN: Hartford Financial Products Claims Division [Fax # (917) 464-5972], and otherwise pursuant to all appropriate notice provisions contained in the Underlying Insurance.
UE 00 H002 00 1004
Page 3 of 3
IN WITNESS WHEREOF, the Company has caused this policy to be executed and attested, and if required by state law, this policy shall not be valid unless countersigned by a duly authorized representative of the Company.
TWIN CITY FIRE INSURANCE COMPANY
HOME OFFICE - INDIANAPOLIS, INDIANA
ADMINISTRATIVE OFFICES - HARTFORD, CONNECTICUT
(A STOCK INSURANCE COMPANY MEMBER OF THE HARTFORD)
|
|
Donald C. Hunt, Secretary
|
Juan Andrade, President & COO
|
|
ENDORSEMENT NO.
1
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCESS FIDELITY AMEND DECLARATIONS ENDORSEMENT
This endorsement modifies insurance provided under the following:
UNIVERSAL EXCESS POLICY
It is agreed that the
DECLARATIONS
is amended as follows:
NOTICE
is deleted and replaced with the following:
|
NOTICE:
|
THE COMPANY AGREES WITH THE INSURED NAMED BELOW THAT THE COVERAGE AFFORDED BY THIS POLICY SHALL FOLLOW ALL OF THE TERMS AND CONDITIONS OF THE PRIMARY COVERAGE LISTED IN THE SCHEDULE OF UNDERLYING INSURANCE SET FORTH IN ITEM D. BELOW SUBJECT, HOWEVER, TO THE SPECIAL CONDITIONS APPLICABLE TO THIS POLICY AND ANY ENDORSEMENTS ATTACHED HERETO.
|
ITEM C. LIMIT OF LIABILITY
is deleted and replaced with the following:
ITEM C.
LIMIT OF LIABILITY:
Coverage
|
Description
|
Limit of Liability
|
Insuring Agreement 1
|
Employee Theft
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 2
|
On Premises
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 3
|
In Transit
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 4
|
Forgery or Alteration
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 5
|
Extended Forgery
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 6
|
Counterfeit Money
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 7
|
Threats To Person
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 8
|
Computer System
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 9
|
Voice Initiated Funds Transfer Instruction
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 10
|
Uncollectible Items of Deposit
|
NOT COVERED
|
Insuring Agreement 11
|
Audit Expense
|
NOT COVERED
|
Insuring Agreement 12
|
Unauthorized Signature
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 13
|
Claim Expense
|
NOT COVERED
|
Insuring Agreement 14
|
Automated Phone System
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 15
|
Computer System & Voice Instruction
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 16
|
Destruction of Data or Programs by Hacker
|
$10,000,000 excess of $45,000,000
|
Insuring Agreement 17
|
Destruction of Date or Programs by Virus
|
$10,000,000 excess of $45,000,000
|
The Company’s Limit of Liability for each Coverage for which an amount is inserted above shall be in excess of all Underlying Insurance shown in the Schedule of Underlying Insurance below plus any Deductible Amount shown as applicable to the Primary Coverage.
ITEM D. SCHEDULE OF UNDERLYING INSURANCE
is deleted and replaced with the following:
ITEM D. SCHEDULE OF UNDERLYING INSURANCE
Primary Coverage (Co-Surety)
|
Carrier:
FEDERAL INSURANCE COMPANY
(Lead $25,000,00 part of $45,000,000
|
|
Policy No.: 81391896
|
|
Carrier:
ICI MUTUAL INSURANCE COMPANY
($20,000,000 part of $45,000,000 primary co-surety with Federal Insurance Company.
|
|
Policy No.: 87067110B
|
Coverage
|
Description
|
Limit of Liability
|
Deductible
|
Insuring Agreement 1
|
Employee
|
$25,000,000
|
$100,000
|
Insuring Agreement 2
|
On Premises
|
$25,000,000
|
$100,000
|
Insuring Agreement 3
|
In Transit
|
$25,000,000
|
$100,000
|
Insuring Agreement 4
|
Forgery or Alteration
|
$25,000,000
|
$100,000
|
Insuring Agreement 5
|
Extended Forgery
|
$25,000,000
|
$100,000
|
Insuring Agreement 6
|
Counterfeit Money
|
$25,000,000
|
$100,000
|
Insuring Agreement 7
|
Threats to Person
|
NOT COVERED
|
NOT COVERED
|
Insuring Agreement 8
|
Computer System
|
See Endorsement
|
See Endorsement
|
Insuring Agreement 9
|
Voice Initiated Funds Transfer Instructions
|
See Endorsement
|
See Endorsement
|
Insuring Agreement 10
|
Uncollectible Items of Deposit
|
$250,000
|
$100,000
|
Insuring Agreement 11
|
Audit Expense
|
$250,000
|
$100,000
|
Insuring Agreement 12
|
Unauthorized Signature
|
$25,000,000
|
$100,000
|
Insuring Agreement 13
|
Claims Expense
|
$250,000
|
$100,000
|
Insuring Agreement 14
|
Automated Phone System
|
$25,000,000
|
$100,000
|
Insuring Agreement 15
|
Computer Systems & Voice Instruction
|
$25,000,000
|
$100,000
|
Insuring Agreement 16
|
Destruction of Data or Programs by Hacker
|
$25,000,000
|
$100,000
|
Insuring Agreement 17
|
Destruction of Data or Programs by Virus
|
$25,000,000
|
$100,000
|
Other Underlying Coverage
ý
None
o
See Schedule Below
|
ITEM F.
|
TERMINATION OF PRIOR POLICY(IES):
|
The Insured by the acceptance of the Policy gives notice to the Company terminating or canceling prior bond(s) or policy(ies) No.(s)
N/A
such termination or cancellation to be effective as of the time this Policy becomes effective.
ITEM G. DISCOVERY CLAUSE
is deleted in its entirety.
All other terms and conditions remain unchanged.
ENDORSEMENT NO.
2
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NON-CANCELABLE EXCEPT FOR NON-PAYMENT OF PREMIUM
This endorsement modifies insurance provided under:
UNIVERSAL EXCESS POLICY
It is agreed that section
V
.
GENERAL
CONDITIONS
C. Cancellation Clause is deleted in its entirety and replaced with the following:
C. Cancellation Clause
|
This Policy may be canceled by the Insurer only for failure to pay a premium when due by mailing to the Insured written notice stating when, not less than thirty (30) days thereafter, such cancellation shall be effective.
|
It is further agreed that if this policy is canceled by the Insured, the Insured will be entitled to a pro-rata portion of the premium.
All other terms and conditions remain unchanged.
ENDORSEMENT NO.
3
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND MAILING ADDRESS FOR NOTICE ENDORSEMENT
|
Notice of Claim or Wrongful Act
|
|
A notice of any
Claim
or
Wrongful Act
shall be given in writing to the following:
|
Via mail:
The Hartford
Claims Department
Hartford Financial Products
2 Park Avenue, 5
th
Floor
New York, New York 10016
or
Via email
:
HFPClaims@thehartford.com
or
Via Facsimile:
(212) 277-0945
B.
|
Where it is stated in the policy or declarations page that a notice of any
Claim
or
Wrongful Act
shall be given in writing to The Hartford, Hartford Plaza, Hartford CT 06115, it shall be deleted and replaced with the following:
|
Notice of any
Claim
or
Wrongful Act
shall be given in writing to the following:
Via mail:
The Hartford
Claims Department
Hartford Financial Products
2 Park Avenue, 5
th
Floor
New York, New York 10016
or
Via email:
HFPClaims@thehartford.com
or
Via Facsimile:
(212) 277-0945
II.
All Other Notices
|
A. All notices other than a notice of
Claim
or
Wrongful Act
shall be given in writing to the following
|
The Hartford
Compliance Department
Hartford Financial Products
2 Park Avenue, 5
th
Floor
New York, New York 10016
|
B.
|
With the exception of notice of a
Claim
or
Wrongful Act
, where it is stated in the policy or declarations page that a notice shall be given in writing to The Hartford, Hartford Plaza, Hartford CT 06115 shall be deleted and replaced with the following:
|
All notices other than a notice of
Claim
or
Wrongful Act
shall be given in writing to the following:
The Hartford
Compliance Department
Hartford Financial Products
2 Park Avenue, 5
th
Floor
New York, New York 10016
All other terms and conditions remain unchanged.
ENDORSEMENT NO.
4
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ACCEPTANCE OF OTHER CARRIER’S APPLICATION
Wherever used in this endorsement: 1) “Insurer” means the insurance company which issued this policy, its parent, affiliates and subsidiaries and (2) “Insured” means the Named of Insured, Name of Company, Name of Partnership, Parent Company, Name of Insured Plan or Trust, Name of Insured Entity, Named Entity, Named Real Estate Investment Trust(s), Name of Sponsor Company or Insured stated in ITEM A or ITEM 1 of the Declarations Page.
In granting coverage under this Policy, the Insurer has relied upon the declarations and statements contained in the below referenced application(s) (including materials attached thereto) as being true, accurate and complete and responsive to the questions and requests for information contained in the Insurer’s application. It is further agreed that the Insureds
warrant and represent to the Insurer that the declarations and statements made in such application: (i) were true, accurate and complete on the date of such original application; and (ii) are true, accurate and complete as of the later of Inception Date of this Policy or the date on which the coverage under this Policy was bound by the Insurer. All such declarations and statements shall be deemed to be material to the risk assumed by the Insurer, are the basis of this Policy and are to be considered as incorporated into this Policy. Insured acknowledges that Insurer is relying on the information contained in the below referenced application(s), and any material submitted to Insurer therewith, in any decision it makes to issue the Policy.
TYPE OF POLICY APPLICATION CARRIER-APPLICATION/FORM# DATE SIGNED
x
INVESTMENT CO. ASSET PROTECTION 17-03-0134 (REV. 3-00)
09/07/10
It is further agreed that if the above described declarations and statements are not true, accurate and complete, any claim
arising from any matter not accurately or completely disclosed or disclosed at all shall be excluded from coverage.
|
All other terms and conditions remain unchanged.
|
ENDORSEMENT NO.
5
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCESS FIDELITY ENDORSEMENT WHEN PRIMARY POLICY IS PER LOSS POLICY
This endorsement modifies insurance provided under the following:
UNIVERSAL EXCESS POLICY
It is agreed that
II. LIMIT OF LIABILITY
is deleted in its entirety and replaced with the following:
C.
|
It is expressly agreed that liability for any loss shall attach to the Underwriters only after the Primary and Underlying Excess insurers shall have paid the full amount of their respective liability (hereinafter referred to as the "Underlying Insurance") or the Insured(s) shall have paid the full amount of such liability due to the financial insolvency of an insurer of the Underlying Insurance. The Underwriters shall then be liable to pay only such additional amounts up to the Limit of Liability set forth in Item C of the Declarations, which shall be the maximum liability of the Underwriters in each Policy Period.
|
D.
|
If the Primary Policy contains a specific grant of coverage that is subject to a sub-limit of liability, then coverage under this policy shall not apply to any claim which is subject to such sub-limit of liability. Excess coverage shall only apply to those Insuring Clauses noted on the Declarations.
|
It is agreed that
III. PRIMARY AND UNDERLYING INSURANCE B. & C.
are deleted and replaced with the following:
|
B.
|
It is a condition precedent to this policy that the policy(ies) of the Primary and Underlying Excess Insurers shall be maintained in full effect while this policy is in force.
|
|
C.
|
Failure of the Insured to comply with the foregoing shall not invalidate this policy, but in the event of such failure, the Underwriters shall be liable only to the extent that it would have been liable had the Insured complied therewith. To the extent that any Underlying Insurance is not maintained in full effect while this policy is in force, the Insured(s) shall be deemed to be self-insured for the amount of the limit of liability of the Underlying Insurance which is not maintained as set forth above.
|
It is agreed that
IV. COSTS, CHARGES, EXPENSES AND COOPERATION
is deleted in its entirety:
It is agreed that
V. GENERAL CONDITIONS B.
is deleted.
It is agreed that
V. GENERAL CONDITIONS C.
is deleted and replaced with the following:
|
C.
|
The Underwriter may cancel this policy for non-payment of premium by sending not less than ten (10) days notice to the Insured(s) at their last known address. In the event of cancellation, termination or non-renewal of the Primary Policy, this Policy shall be deemed to be canceled as of the effective date of cancellation, termination or non-renewal of such Primary Policy.
|
It is agreed that the last paragraph of
V. GENERAL CONDITIONS E.
is deleted and replaced with the following:
|
In the event any claim is made against any Insured, written notice shall be given to the Underwriters in the same manner as given to the Primary Policy at: Hartford Financial Products Bond Claims Division, T-4, 690 Asylum Avenue, Hartford, CT 06115 [Fax # (860) 757-5835 or (860) 547-8265], and otherwise pursuant to all appropriate notice provisions contained in the Underlying Insurance.
|
All other terms and conditions remain unchanged.
ENDORSEMENT NO.
6
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
UNIVERSAL EXCESS OVER CRIME COVERAGE ONLY ENDORSEMENT
This endorsement modifies insurance provided under the following:
UNIVERSAL EXCESS POLICY
It is agreed that wherever the term Limits of Liability appears in this policy, it shall have the same meaning as Limits of Insurance.
All other terms and conditions remain unchanged.
ENDORSEMENT NO.
7
This endorsement, effective 12:01 a.m.,
11/01/10
Forms part of policy number:
00 FI 0266810 10
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS INVESTMENT
By:
TWIN CITY FIRE INSURANCE CO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXHAUSTION OF UNDERLYING INSURANCE
This endorsement modifies insurance provided under:
UNIVERSAL EXCESS POLICY
Section
II. LIMIT OF LIABILITY
, A., is deleted and replaced by the following:
|
A.
|
It is expressly agreed that liability for any covered Loss shall attach to the Underwriters only after the Primary and Underlying Excess insurers or the Insured shall have paid the full amount of their respective liability for such covered Loss. If the Insured shall pay, in the applicable legal currency, any such covered Loss, then the Underwriters shall recognize such payment for the depletion of the respective limits of liability of the Underlying Insurance. In no way shall such payment by the Insured constitute a waiver of any terms, conditions or exclusions of the Underlying Insurance or this policy. The Underwriters shall then be liable to pay only such additional amounts up to the Limit of Liability set forth in Item C of the Declarations, which shall be the maximum liability of the Underwriters in each Policy Period.
|
All other terms and conditions remain unchanged.
Producer Compensation Notice
You can review and obtain information on The Hartford’s
producer compensation practices at
www.thehartford.com
or at 1-800-592-5717.
Form 17-02-1421 (Ed. 5-98) Page 1 of 1
Form 17-02-0949 (ed. 1-97) Page 2
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________