fidelity.htm
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:

 
1.
A copy of the resolution of the Board of Trustees approving the form and amount of the bonds:

 
a.
Certificate of Assistant Secretary for MFS Variable Insurance Trust II & Compass Accounts, dated December 23, 2010 and
 
b.
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

 
2.
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.

 
3.
Copies of the executed bonds:

a.  
The Hartford – Bond No. 00 FI 0266810 10 Declarations
b.  
The Hartford – Endorsement Schedule & Universal Excess Policy
c.  
The Hartford – Endorsement No. 1
d.  
The Hartford – Endorsement No. 2
e.  
The Hartford – Endorsement No. 3
f.  
The Hartford – Endorsement No. 4
g.  
The Hartford – Endorsement No. 5
h.  
The Hartford – Endorsement No. 6
i.  
The Hartford – Endorsement No. 7
j.  
Federal Insurance Company – Bond No. 81391896 Declarations
k.  
Federal Insurance Company – Endorsement No. 1
l.  
Federal Insurance Company – Endorsement No. 2
m.  
Federal Insurance Company – Endorsement No. 3
n.  
Federal Insurance Company – Endorsement No. 4
o.  
Federal Insurance Company – Endorsement No. 5
p.  
Federal Insurance Company – Endorsement No. 6
q.  
Federal Insurance Company – Endorsement No. 7
r.  
Federal Insurance Company – Endorsement No. 8
s.  
Federal Insurance Company – Endorsement No. 9
t.  
Federal Insurance Company – Endorsement No. 10
u.  
Federal Insurance Company – Endorsement No. 11
v.  
Federal Insurance Company – Endorsement No. 12
w.  
Federal Insurance Company – Endorsement No. 13
x.  
Federal Insurance Company – Endorsement No. 14
y.  
Federal Insurance Company – Endorsement No. 15
z.  
Federal Insurance Company – Endorsement No. 16
aa.  
Federal Insurance Company – Endorsement No. 17
bb.  
Federal Insurance Company – Endorsement No. 18
cc.  
Federal Insurance Company – Endorsement No. 19
dd.  
Federal Insurance Company – Endorsement No. 20
ee.  
Federal Insurance Company – Endorsement No. 21
ff.  
Federal Insurance Company – Endorsement No. 22

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.
 
                                  Very truly yours,
 
                                  SUSAN S. NEWTON
                                  Susan S. Newton
                                  Assistant Secretary and Assistant Clerk
 
/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)
    
 
MFS Asia Pacific ex-Japan Fund (AJX)
 
MFS European Equity Fund (EEQ)
 
MFS Latin American Equity Fund (LEQ)

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)
 
MFS Blended Research Core Equity Fund (formerly, MFS Union Standard Equity Fund (“UNE”)
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
$  900,000
RGI
1,000,000
CGF
1,500,000
NDF
1,000,000
RIF
2,500,000
SCT
600,000
EIF
2,500,000

MFS® SERIES TRUST II

MEG
$1,700,000

MFS® SERIES TRUST III

MFH
$1,000,000
HYO
900,000
MMH
1,500,000

MFS SERIES TRUST IV

MMG
$  250,000
OTC
1,000,000
MMM
900,000

MFS® SERIES TRUST V

MIO
$1,900,000
MFR
1,700,000
MTR
2,500,000

MFS® SERIES TRUST VI

MWE
$  900,000
MWT
900,000
MMU
2,100,000

MFS® SERIES TRUST VII

AJX
$  100,000
EEQ
100,000
LEQ
100,000

MFS® SERIES TRUST VIII

WGF
$600,000
MSI
750,000

 
 
 

 
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SERIES TRUST IX

MFB
$1,250,000
IAB
900,000
MLM
1,250,000
MML
900,000
RBF
1,900,000
RBJ
400,000

MFS® SERIES TRUST X

AGG
$1,250,000
CON
1,250,000
EMD
2,1000,000
FEM
900,000
GLB
750,000
GRO
1,700,000
MDI
1,700,000
FGF
1,500,000
FGI
2,100,000
MOD
1,700,000

MFS® SERIES TRUST XI

MDV
$900,000
UNE
250,000

MFS® SERIES TRUST XII

ML1
$400,000
ML2
525,000
ML3
450,000
ML4
400,000
ML5
75,000
LRT
400,000
MSR
525,000

MFS® SERIES TRUST XIII

MGS
$1,500,000
DIF
750,000
GRE
600,000

MFS® SERIES TRUST XIV

IMM
$1,700,000
 
 

 

ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SERIES TRUST XV

CMS
$600,000
DTR
600,000


MFS® MUNICIPAL SERIES TRUST

MAL
$450,000
MAR
600,000
MCA
750,000
MFL
350,000
MGA
400,000
MMD
525,000
MMA
750,000
MMP
525,000
MMI
1,500,000
MNY
600,000
MNC
750,000
MPA
600,000
MSC
600,000
MTN
525,000
MVA
750,000
MWV
525,000
 
 
 

 

 
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® VARIABLE INSURANCE TRUST

VVS
$  400,000
VEG
750,000
VGE
350,000
VHI
750,000
VGS
750,000
VGI
900,000
VMG
525,000
VND
900,000
VFB
900,000
VRI
600,000
VFR
600,000
VWG
350,000
VTR
1,900,000
VUF
1,500,000
VLU
1,250,000


MFS® INSTITUTIONAL TRUST

IIE
$1,900,000
ILV
525,000


MASSACHUSETTS INVESTORS TRUST (“MIT”)

MIT
$2,100,000

MASSACHUSETTS INVESTORS GROWTH STOCK FUND (“MIG”)

MIG
$1,900,000

MFS GROWTH OPPORTUNITIES FUND (“MGO”)


MFS® GOVERNMENT MARKETS INCOME TRUST (“MGF”)

MGF
$600,000

MFS® INTERMEDIATE INCOME TRUST (“MIN”)

MIN
$1,000,000

MFS® CHARTER INCOME TRUST (“MCR”)

MCR
$900,000

 
 

 
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SPECIAL VALUE TRUST (“MFV”)

MFV
$350,000

MFS® MUNICIPAL INCOME TRUST (“MFM”)

MFM
$750,000


MFS® MULTIMARKET INCOME TRUST (“MMT”)

MMT
$900,000

MFS® CALIFORNIA INSURED MUNICIPAL FUND (“CCA”)

CCA
$400,000

MFS® HIGH INCOME MUNICIPAL TRUST (“CXE”)

CXE
$750,000

MFS® HIGH YIELD MUNICIPAL TRUST (“CMU”)

CMU
$600,000

MFS® INTERMARKET INCOME TRUST I (“CMK”)

CMK
$525,000

MFS® INTERMEDIATE HIGH INCOME FUND (“CIH”)

CIH
$450,000

MFS® INVESTMENT GRADE MUNICIPAL TRUST (“CXH”)

CXH
$600,000

CAPITAL APPRECIATION VARIABLE ACCOUNT (“CAVA”)

CAVA
$525,000

GLOBAL GOVERNMENTS VARIABLE ACCOUNT (“WGVA”)

WGVA
$150,000

GOVERNMENT SECURITIES VARIABLE ACCOUNT (“GSVA”)

GSVA
$400,000
 

 
 
 

 
ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

HIGH YIELD VARIABLE ACCOUNT (“HYVA”)

HYVA
$350,000

MONEY MARKET VARIABLE ACCOUNT (“MMVA”)

MMVA
$300,000

TOTAL RETURN VARIABLE ACCOUNT (“TRVA”)

TRVA
$450,000

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

 
 

 
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:
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 23rd 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 23rd 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

 
 

 

CERTIFICATE OF ASSISTANT SECRETARY


MFS Series Trust I
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 23rd 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 23rd 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


200870
 
 

 

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:

                        (1) Primary Policy:
 

 
              Company:
SEE FORM # UE00H07500

                               Policy Number:
 
                    
                               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)

 
 

 
COPY OF ORIGINAL POLICY
 
The Hartford

UNIVERSAL EXCESSTM 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

 
 

 
COPY OF ORIGINAL POLICY
 
 
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, 5th 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
 
 

 
COPY OF ORIGINAL POLICY
 
 

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
 

 
 

 
 

 
COPY OF ORIGINAL POLICY
 
                                               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

 
 

 
COPY OF ORIGINAL POLICY
 
Other Underlying Coverage           ý  None                        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.





 
 

 
COPY OF ORIGINAL POLICY
 
                                           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.


               

 
 

 
COPY OF ORIGINAL POLICY
 
                                          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, 5th 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, 5th Floor
            New York, New York 10016

or

Via email:                             HFPClaims@thehartford.com

or

Via Facsimile:                                   (212) 277-0945


 
 

 
COPY OF ORIGINAL POLICY


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, 5th 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, 5th Floor
New York, New York 10016


All other terms and conditions remain unchanged.



 
 
 
 

 
COPY OF ORIGINAL POLICY

                                               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.

 
 
 

 
COPY OF ORIGINAL POLICY
 
                      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:
 
 
 

 
COPY OF ORIGINAL POLICY
 
 
 
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.




 
 

 
COPY OF ORIGINAL POLICY
 
 
                  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.

 
 

 
COPY OF ORIGINAL POLICY

                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.




 
 

 
COPY OF ORIGINAL POLICY

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.


 
 

 

 
                 
   
Chubb Group of Insurance Companies
 
DECLARATIONS
 
           
FINANCIAL INSTITUTION INVESTMENT
   
15 Mountain View Road, Warren, New Jersey 07059
COMPANY ASSET PROTECTION BOND
 
 
NAME OF ASSURED (including its Subsidiaries):
 
Bond Number: 81391896
 
 
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
     
INVESTMENT MANAGEMENT
   
FEDERAL INSURANCE COMPANY
 
 
500 BOYLSTON STREET
     
Incorporated under the laws of Indiana
BOSTON, MA 02116
     
a stock insurance company herein called the COMPANY
           
Capital Center, 251 North Illinois, Suite 1100
           
Indianapolis, IN 46204-1927
 
 
 ___________________________________________________________________________________________________________
 
 
ITEM 1.
BOND PERIOD:
from
12:01 a.m. on
November 1, 2010
   
     
to
12:01 a.m. on
November 1, 2011
   
 
ITEM 2.
LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:
     
 
 
If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE
 
and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any
 
loss under INSURING CLAUSE 1. sustained by any Investment Company.
 
 
               
DEDUCTIBLE
 
INSURING CLAUSE
   
LIMIT OF LIABILITY
AMOUNT
 
1.
Employee
     
$ 25,000,000
$ 100,000
 
2.
On Premises
   
$ 25,000,000
$ 100,000
 
3.
In Transit
     
$ 25,000,000
$ 100,000
 
4.
Forgery or Alteration
   
$ 25,000,000
$ 100,000
 
5.
Extended Forgery
   
$ 25,000,000
$ 100,000
 
6.
Counterfeit Money
   
$ 25,000,000
$ 100,000
 
7.
Threats to Person
   
$ Not Covered
$Not Covered
 
8.
Computer System
   
$ See Endt.
$ See Endt.
 
9.
Voice Initiated Funds Transfer Instruction
$ See Endt.
$ See Endt.
 
10.
Uncollectible Items of Deposit
 
$ 250,000
$ 100,000
 
11.
Audit Expense
   
$ 250,000
$ 100,000
 
 
ITEM 3.
THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING
 
ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:
 
 
 
1 - 22
           
 
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be
valid unless also signed by an authorized representative of the Company.
   
 

 
1

 
ICAP Bond (5-98) - Federal
Form 17-02-1421 (Ed. 5-98) Page 1 of 1
 
 
         
 
The COMPANY, in consideration of payment of the required premium, and in reliance
 
on the APPLICATION and all other statements made and information furnished to the
 
COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
 
Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
 
for:
     
 
  ___________________________________________________________________________________________________________
 
Insuring Clauses
       
 
 
Employee
1.
Loss resulting directly from Larceny or Embezzlement committed by any
   
Employee, alone or in collusion with others.
 
 
  ___________________________________________________________________________________________________________
 
On Premises
2.
Loss of Property resulting directly from robbery, burglary, false pretenses,
   
common law or statutory larceny, misplacement, mysterious unexplainable
   
disappearance, damage, destruction or removal, from the possession, custody or
   
control of the ASSURED, while such Property is lodged or deposited at premises
   
located anywhere.
 
  ___________________________________________________________________________________________________________
 
In Transit
3.
Loss of Property resulting directly from common law or statutory larceny,
   
misplacement, mysterious unexplainable disappearance, damage or destruction,
   
while the Property is in transit anywhere:
 
   
a.
in an armored motor vehicle, including loading and unloading thereof,
 
   
b.
in the custody of a natural person acting as a messenger of the ASSURED,
     
or
 
 
   
c.
in the custody of a Transportation Company and being transported in a
     
conveyance other than an armored motor vehicle provided, however, that
     
covered Property transported in such manner is limited to the following:
 
     
(1)
written records,
 
     
(2)
securities issued in registered form, which are not endorsed or are
       
restrictively endorsed, or
 
     
(3)
negotiable instruments not payable to bearer, which are not endorsed
       
or are restrictively endorsed.
 
   
Coverage under this INSURING CLAUSE begins immediately on the receipt of
   
such Property by the natural person or Transportation Company and ends
   
immediately on delivery to the premises of the addressee or to any representative
   
of the addressee located anywhere.
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 1 of 19
 
2

 

 
         
Insuring Clauses
       
(continued)
       
 
 
Forgery Or Alteration
4.
Loss resulting directly from:
   
a.
Forgery on, or fraudulent material alteration of, any bills of exchange,
     
checks, drafts, acceptances, certificates of deposits, promissory notes, due
     
bills, money orders, orders upon public treasuries, letters of credit, other
     
written promises, orders or directions to pay sums certain in money, or
     
receipts for the withdrawal of Property, or
 
   
b.
transferring, paying or delivering any funds or other Property, or establishing
     
any credit or giving any value in reliance on any written instructions, advices
     
or applications directed to the ASSURED authorizing or acknowledging the
     
transfer, payment, delivery or receipt of funds or other Property, which
     
instructions, advices or applications fraudulently purport to bear the
     
handwritten signature of any customer of the ASSURED, or shareholder or
     
subscriber to shares of an Investment Company, or of any financial
     
institution or Employee but which instructions, advices or applications either
     
bear a Forgery or have been fraudulently materially altered without the
     
knowledge and consent of such customer, shareholder, subscriber, financial
     
institution or Employee;
 
   
excluding, however, under this INSURING CLAUSE any loss covered under
   
INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
   
CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
 
   
For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
   
signature is treated the same as a handwritten signature.
 
  ___________________________________________________________________________________________________________
 
Extended Forgery
5.
Loss resulting directly from the ASSURED having, in good faith, and in the
   
ordinary course of business, for its own account or the account of others in any
   
capacity:
 
 
   
a.
acquired, accepted or received, accepted or received, sold or delivered, or
     
given value, extended credit or assumed liability, in reliance on any original
     
Securities, documents or other written instruments which prove to:
 
     
(1)
bear a Forgery or a fraudulently material alteration,
 
     
(2)
have been lost or stolen, or
 
     
(3)
be Counterfeit, or
 
   
b.
guaranteed in writing or witnessed any signatures on any transfer,
     
assignment, bill of sale, power of attorney, guarantee, endorsement or other
     
obligation upon or in connection with any Securities, documents or other
     
written instruments.
 
   
Actual physical possession, and continued actual physical possession if taken as
   
collateral, of such Securities, documents or other written instruments by an
   
Employee, Custodian, or a Federal or State chartered deposit institution of the
   
ASSURED is a condition precedent to the ASSURED having relied on such items.
   
Release or return of such collateral is an acknowledgment by the ASSURED that it
   
no longer relies on such collateral.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 2 of 19
 
 
 
3

 
 
         
Insuring Clauses
       
 
 
Extended Forgery
 
For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
(continued)
 
signature is treated the same as a handwritten signature.
  ___________________________________________________________________________________________________________
 
 
Counterfeit Money
6.
Loss resulting directly from the receipt by the ASSURED in good faith of any
   
Counterfeit money.
 ___________________________________________________________________________________________________________
 
Threats To Person
7.
Loss resulting directly from surrender of Property away from an office of the
   
ASSURED as a result of a threat communicated to the ASSURED to do bodily
   
harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or
   
invitee of such Employee, or a resident of the household of such Employee, who
   
is, or allegedly is, being held captive provided, however, that prior to the surrender
   
of such Property:
 
   
a.
the Employee who receives the threat has made a reasonable effort to
     
notify an officer of the ASSURED who is not involved in such threat, and
 
   
b.
the ASSURED has made a reasonable effort to notify the Federal Bureau of
     
Investigation and local law enforcement authorities concerning such threat.
 
   
It is agreed that for purposes of this INSURING CLAUSE, any Employee of the
   
ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
   
ASSURED hereunder, but only with respect to the surrender of money, securities
   
and other tangible personal property in which such Employee has a legal or
   
equitable interest.
 
 ___________________________________________________________________________________________________________
 
Computer System
8.
Loss resulting directly from fraudulent:
   
a.
entries of data into, or
 
   
b.
changes of data elements or programs within,
 
   
a Computer System, provided the fraudulent entry or change causes:
 
     
(1)
funds or other property to be transferred, paid or delivered,
 
     
(2)
an account of the ASSURED or of its customer to be added, deleted,
       
debited or credited, or
 
     
(3)
an unauthorized account or a fictitious account to be debited or
       
credited.
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 3 of 19
 
4

 

 
       
Insuring Clauses
     
(continued)
     
 
 
Voice Initiated Funds
9.
Loss resulting directly from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction
 
to the ASSURED authorizing the transfer of dividends or redemption proceeds of
   
Investment Company shares from a Customer's account, provided such Voice
   
Initiated Funds Transfer Instruction was:
 
   
a.
received at the ASSURED'S offices by those Employees of the ASSURED
     
specifically authorized to receive the Voice Initiated Funds Transfer
     
Instruction,
 
   
b.
made by a person purporting to be a Customer, and
 
   
c.
made by said person for the purpose of causing the ASSURED or Customer
     
to sustain a loss or making an improper personal financial gain for such
     
person or any other person.
 
   
In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated
   
Funds Transfer Instructions must be received and processed in accordance with
   
the Designated Procedures outlined in the APPLICATION furnished to the
   
COMPANY.
  ___________________________________________________________________________________________________________
 
 
Uncollectible Items of
10.
Loss resulting directly from the ASSURED having credited an account of a
Deposit
 
customer, shareholder or subscriber on the faith of any Items of Deposit which
   
prove to be uncollectible, provided that the crediting of such account causes:
 
   
a.
redemptions or withdrawals to be permitted,
 
   
b.
shares to be issued, or
 
   
c.
dividends to be paid,
 
   
from an account of an Investment Company.
 
   
In order for coverage to apply under this INSURING CLAUSE, the ASSURED
   
must hold Items of Deposit for the minimum number of days stated in the
   
APPLICATION before permitting any redemptions or withdrawals, issuing any
   
shares or paying any dividends with respect to such Items of Deposit.
 
   
Items of Deposit shall not be deemed uncollectible until the ASSURED'S
   
standard collection procedures have failed.
  ___________________________________________________________________________________________________________
 
 
Audit Expense
11.
Expense incurred by the ASSURED for that part of the cost of audits or
   
examinations required by any governmental regulatory authority or self-regulatory
   
organization to be conducted by such authority, organization or their appointee by
   
reason of the discovery of loss sustained by the ASSURED and covered by this
   
Bond.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 4 of 19

 
5

 
 
       
General Agreements
     
 
 
Additional Companies
A.
If more than one corporation, or Investment Company, or any combination of
Included As Assured
 
them is included as the ASSURED herein:
   
(1)
The total liability of the COMPANY under this Bond for loss or losses
     
sustained by any one or more or all of them shall not exceed the limit for
     
which the COMPANY would be liable under this Bond if all such loss were
     
sustained by any one of them.
 
   
(2)
Only the first named ASSURED shall be deemed to be the sole agent of the
     
others for all purposes under this Bond, including but not limited to the giving
     
or receiving of any notice or proof required to be given and for the purpose of
     
effecting or accepting any amendments to or termination of this Bond. The
     
COMPANY shall furnish each Investment Company with a copy of the
     
Bond and with any amendment thereto, together with a copy of each formal
     
filing of claim by any other named ASSURED and notification of the terms of
     
the settlement of each such claim prior to the execution of such settlement.
 
   
(3)
The COMPANY shall not be responsible for the proper application of any
     
payment made hereunder to the first named ASSURED.
 
   
(4)
Knowledge possessed or discovery made by any partner, director, trustee,
     
officer or supervisory employee of any ASSURED shall constitute knowledge
     
or discovery by all the ASSUREDS for the purposes of this Bond.
 
   
(5)
If the first named ASSURED ceases for any reason to be covered under this
     
Bond, then the ASSURED next named on the APPLICATION shall thereafter
     
be considered as the first named ASSURED for the purposes of this Bond.
 
  ___________________________________________________________________________________________________________
 
Representation Made By
B.
The ASSURED represents that all information it has furnished in the
Assured
 
APPLICATION for this Bond or otherwise is complete, true and correct. Such
   
APPLICATION and other information constitute part of this Bond.
 
   
The ASSURED must promptly notify the COMPANY of any change in any fact or
   
circumstance which materially affects the risk assumed by the COMPANY under
   
this Bond.
 
   
Any intentional misrepresentation, omission, concealment or incorrect statement of
   
a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
   
this Bond.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 5 of 19

 
6

 
 
       
General Agreements
     
(continued)
     
 
Additional Offices Or
C.
If the ASSURED, other than an Investment Company, while this Bond is in force,
Employees - Consolidation,
 
merges or consolidates with, or purchases or acquires assets or liabilities of
Merger Or Purchase Or
 
another institution, the ASSURED shall not have the coverage afforded under this
Acquisition Of Assets Or
 
Bond for loss which has:
Liabilities - Notice To
 
(1)
occurred or will occur on premises, or
Company
     
   
(2)
been caused or will be caused by an employee, or
   
(3)
arisen or will arise out of the assets or liabilities,
   
of such institution, unless the ASSURED:
   
a.
gives the COMPANY written notice of the proposed consolidation, merger or
     
purchase or acquisition of assets or liabilities prior to the proposed effective
     
date of such action, and
   
b.
obtains the written consent of the COMPANY to extend some or all of the
     
coverage provided by this Bond to such additional exposure, and
   
c.
on obtaining such consent, pays to the COMPANY an additional premium.
   __________________________________________________________________________________________________________
 
 
Change Of Control -
D.
When the ASSURED learns of a change in control (other than in an Investment
Notice To Company
 
Company), as set forth in Section 2(a) (9) of the Investment Company Act of
   
1940,
the ASSURED shall within sixty (60) days give written notice to the
   
COMPANY setting forth:
   
(1)
the names of the transferors and transferees (or the names of the beneficial
     
owners if the voting securities are registered in another name),
   
(2)
the total number of voting securities owned by the transferors and the
     
transferees (or the beneficial owners), both immediately before and after the
     
transfer, and
   
(3)
the total number of outstanding voting securities.
   
Failure to give the required notice shall result in termination of coverage for any
   
loss involving a transferee, to be effective on the date of such change in control.
 
  ___________________________________________________________________________________________________________
 
Court Costs And
E.
The COMPANY will indemnify the ASSURED for court costs and reasonable
Attorneys’ Fees
 
attorneys' fees incurred and paid by the ASSURED in defense, whether or not
   
successful, whether or not fully litigated on the merits and whether or not settled,
   
of any claim, suit or legal proceeding with respect to which the ASSURED would
   
be entitled to recovery under this Bond. However, with respect to INSURING
   
CLAUSE 1., this Section shall only apply in the event that:
   
(1)
an Employee admits to being guilty of Larceny or Embezzlement,
   
(2)
an Employee is adjudicated to be guilty of Larceny or Embezzlement, or
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 6 of 19
 
7

 
 
     
General Agreements
   
 
 
Court Costs And
(3)
in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees
 
an agreed statement of facts between the COMPANY and the ASSURED,
(continued)
 
that an Employee would be found guilty of Larceny or Embezzlement if
   
such Employee were prosecuted.
 
 
The ASSURED shall promptly give notice to the COMPANY of any such suit or
 
legal proceeding and at the request of the COMPANY shall furnish copies of all
 
pleadings and pertinent papers to the COMPANY. The COMPANY may, at its
 
sole option, elect to conduct the defense of all or part of such legal proceeding.
 
The defense by the COMPANY shall be in the name of the ASSURED through
 
attorneys selected by the COMPANY. The ASSURED shall provide all reasonable
 
information and assistance as required by the COMPANY for such defense.
 
 
If the COMPANY declines to defend the ASSURED, no settlement without the
 
prior written consent of the COMPANY nor judgment against the ASSURED shall
 
determine the existence, extent or amount of coverage under this Bond.
 
 
If the amount demanded in any such suit or legal proceeding is within the
 
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
 
costs and attorney's fees incurred in defending all or part of such suit or legal
 
proceeding.
 
 
If the amount demanded in any such suit or legal proceeding is in excess of the
 
LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
 
INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
 
incurred in defending all or part of such suit or legal proceedings is limited to the
 
proportion of such court costs and attorney's fees incurred that the LIMIT OF
 
LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
 
CLAUSE bears to the total of the amount demanded in such suit or legal
 
proceeding.
 
 
If the amount demanded is any such suit or legal proceeding is in excess of the
 
DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
 
2.
of the DECLARATIONS for the applicable INSURING CLAUSE, the
 
COMPANY'S liability for court costs and attorney's fees incurred in defending all or
 
part of such suit or legal proceedings shall be limited to the proportion of such
 
court costs or attorney's fees that the amount demanded that would be payable
 
under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
 
amount demanded.
 
 
Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
 
addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 7 of 19
 
 
8

 
         
Conditions And
       
Limitations
       
 
 
Definitions
1.
As used in this Bond:
   
a.
Computer System means a computer and all input, output, processing,
     
storage, off-line media libraries, and communication facilities which are
     
connected to the computer and which are under the control and supervision
     
of the operating system(s) or application(s) software used by the ASSURED.
 
   
b.
Counterfeit means an imitation of an actual valid original which is intended
     
to deceive and be taken as the original.
 
   
c.
Custodian means the institution designated by an Investment Company to
     
maintain possession and control of its assets.
 
   
d.
Customer means an individual, corporate, partnership, trust customer,
     
shareholder or subscriber of an Investment Company which has a written
     
agreement with the ASSURED for Voice Initiated Funds Transfer
     
Instruction.
 
   
e.
Employee means:
 
     
(1)
an officer of the ASSURED,
 
     
(2)
a natural person while in the regular service of the ASSURED at any of
       
the ASSURED'S premises and compensated directly by the ASSURED
       
through its payroll system and subject to the United States Internal
       
Revenue Service Form W-2 or equivalent income reporting plans of
       
other countries, and whom the ASSURED has the right to control and
       
direct both as to the result to be accomplished and details and means
       
by which such result is accomplished in the performance of such
       
service,
 
     
(3)
a guest student pursuing studies or performing duties in any of the
       
ASSURED'S premises,
 
     
(4)
an attorney retained by the ASSURED and an employee of such
       
attorney while either is performing legal services for the ASSURED,
 
     
(5)
a natural person provided by an employment contractor to perform
       
employee duties for the ASSURED under the ASSURED'S supervision
       
at any of the ASSURED'S premises,
 
     
(6)
an employee of an institution merged or consolidated with the
       
ASSURED prior to the effective date of this Bond,
 
     
(7)
a director or trustee of the ASSURED, but only while performing acts
       
within the scope of the customary and usual duties of any officer or
       
other employee of the ASSURED or while acting as a member of any
       
committee duly elected or appointed to examine or audit or have
       
custody of or access to Property of the ASSURED, or
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 8 of 19
 
 
9

 

 
       
Conditions And
     
Limitations
     
 
 
Definitions
(8)
each natural person, partnership or corporation authorized by written
(continued)
 
agreement with the ASSURED to perform services as electronic data
   
processor of checks or other accounting records related to such checks but
   
only while such person, partnership or corporation is actually performing
   
such services and not:
 
   
a.
creating, preparing, modifying or maintaining the ASSURED'S
     
computer software or programs, or
 
   
b.
acting as transfer agent or in any other agency capacity in issuing
     
checks, drafts or securities for the ASSURED,
 
 
(9)
any partner, officer or employee of an investment advisor, an underwriter
   
(distributor), a transfer agent or shareholder accounting recordkeeper, or an
   
administrator, for an Investment Company while performing acts coming
   
within the scope of the customary and usual duties of an officer or employee
   
of an Investment Company or acting as a member of any committee duly
   
elected or appointed to examine, audit or have custody of or access to
   
Property of an Investment Company.
 
   
The term Employee shall not include any partner, officer or employee of a
   
transfer agent, shareholder accounting recordkeeper or administrator:
 
   
a.
which is not an "affiliated person" (as defined in Section 2(a) of the
     
Investment Company Act of 1940) of an Investment Company or of
     
the investment advisor or underwriter (distributor) of such Investment
     
Company, or
 
   
b.
which is a "bank" (as defined in Section 2(a) of the Investment
     
Company Act of 1940).
 
     
This Bond does not afford coverage in favor of the employers of
     
persons as set forth in e. (4), (5) and (8) above, and upon payment to
     
the ASSURED by the COMPANY resulting directly from Larceny or
     
Embezzlement committed by any of the partners, officers or
     
employees of such employers, whether acting alone or in collusion with
     
others, an assignment of such of the ASSURED'S rights and causes of
     
action as it may have against such employers by reason of such acts
     
so committed shall, to the extent of such payment, be given by the
     
ASSURED to the COMPANY, and the ASSURED shall execute all
     
papers necessary to secure to the COMPANY the rights provided for
     
herein.
 
   
Each employer of persons as set forth in e.(4), (5) and (8) above and the
   
partners, officers and other employees of such employers shall collectively
   
be deemed to be one person for all the purposes of this Bond; excepting,
   
however, the fifth paragraph of Section 13.
 
   
Independent contractors not specified in e.(4), (5) or (8) above,
   
intermediaries, agents, brokers or other representatives of the same general
   
character shall not be considered Employees.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 9of 19

 
10

 
 
     
Conditions And
   
Limitations
   
 
 
Definitions
f.
Forgery means the signing of the name of another natural person with the
(continued)
 
intent to deceive but does not mean a signature which consists in whole or in
   
part of one's own name, with or without authority, in any capacity for any
   
purpose.
 
 
g.
Investment Company means any investment company registered under the
   
Investment Company Act of 1940 and listed under the NAME OF ASSURED
   
on the DECLARATIONS.
 
 
h.
Items of Deposit means one or more checks or drafts drawn upon a
   
financial institution in the United States of America.
 
 
i.
Larceny or Embezzlement means larceny or embezzlement as defined in
   
Section 37 of the Investment Company Act of 1940.
 
 
j.
Property means money, revenue and other stamps; securities; including any
   
note, stock, treasury stock, bond, debenture, evidence of indebtedness,
   
certificate of deposit, certificate of interest or participation in any profit-
   
sharing agreement, collateral trust certificate, preorganization certificate or
   
subscription, transferable share, investment contract, voting trust certificate,
   
certificate of deposit for a security, fractional undivided interest in oil, gas, or
   
other mineral rights, any interest or instruments commonly known as a
   
security under the Investment Company Act of 1940, any other certificate of
   
interest or participation in, temporary or interim certificate for, receipt for,
   
guarantee of, or warrant or right to subscribe to or purchase any of the
   
foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
   
orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
   
policies, deeds, mortgages on real estate and/or upon chattels and interests
   
therein; assignments of such policies, deeds or mortgages; other valuable
   
papers, including books of accounts and other records used by the
   
ASSURED in the conduct of its business (but excluding all electronic data
   
processing records); and, all other instruments similar to or in the nature of
   
the foregoing in which the ASSURED acquired an interest at the time of the
   
ASSURED'S consolidation or merger with, or purchase of the principal
   
assets of, a predecessor or which are held by the ASSURED for any
   
purpose or in any capacity and whether so held gratuitously or not and
   
whether or not the ASSURED is liable therefor.
 
 
k.
Relative means the spouse of an Employee or partner of the ASSURED
   
and any unmarried child supported wholly by, or living in the home of, such
   
Employee or partner and being related to them by blood, marriage or legal
   
guardianship.
 
 
l.
Securities, documents or other written instruments means original
   
(including original counterparts) negotiable or non-negotiable instruments, or
   
assignments thereof, which in and of themselves represent an equitable
   
interest, ownership, or debt and which are in the ordinary course of business
   
transferable by delivery of such instruments with any necessary
   
endorsements or assignments.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 10 of 19
 
 
11

 
 
       
Conditions And
     
Limitations
     
 
 
Definitions
 
m.
Subsidiary means any organization that, at the inception date of this Bond,
(continued)
   
is named in the APPLICATION or is created during the BOND PERIOD and
     
of which more than fifty percent (50%) of the outstanding securities or voting
     
rights representing the present right to vote for election of directors is owned
     
or controlled by the ASSURED either directly or through one or more of its
     
subsidiaries.
 
   
n.
Transportation Company means any organization which provides its own
     
or its leased vehicles for transportation or which provides freight forwarding
     
or air express services.
 
   
o.
Voice Initiated Election means any election concerning dividend options
     
available to Investment Company shareholders or subscribers which is
     
requested by voice over the telephone.
 
   
p.
Voice Initiated Redemption means any redemption of shares issued by an
     
Investment Company which is requested by voice over the telephone.
 
   
q.
Voice Initiated Funds Transfer Instruction means any Voice Initiated
     
Redemption or Voice Initiated Election.
 
   
For the purposes of these definitions, the singular includes the plural and the
   
plural includes the singular, unless otherwise indicated.
 
    __________________________________________________________________________________________________________
 
General Exclusions -
2.
This bond does not directly or indirectly cover:
Applicable to All Insuring
 
a.
loss not reported to the COMPANY in writing within sixty (60) days after
Clauses
   
termination of this Bond as an entirety;
 
   
b.
loss due to riot or civil commotion outside the United States of America and
     
Canada, or any loss due to military, naval or usurped power, war or
     
insurrection. This Section 2.b., however, shall not apply to loss which occurs
     
in transit in the circumstances recited in INSURING CLAUSE 3., provided
     
that when such transit was initiated there was no knowledge on the part of
     
any person acting for the ASSURED of such riot, civil commotion, military,
     
naval or usurped power, war or insurrection;
 
   
c.
loss resulting from the effects of nuclear fission or fusion or radioactivity;
 
   
d.
loss of potential income including, but not limited to, interest and dividends
     
not realized by the ASSURED or by any customer of the ASSURED;
 
   
e.
damages of any type for which the ASSURED is legally liable, except
     
compensatory damages, but not multiples thereof, arising from a loss
     
covered under this Bond;
 
   
f.
costs, fees and expenses incurred by the ASSURED in establishing the
     
existence of or amount of loss under this Bond, except to the extent covered
     
under INSURING CLAUSE 11.;
 
   
g.
loss resulting from indirect or consequential loss of any nature;
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 11 of 19
 
12

 
           
Conditions And
         
Limitations
         
 
General Exclusions -
 
h.
loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring
   
or Board of Trustees of the ASSURED who is not an Employee, acting
Clauses
   
alone or in collusion with others;
(continued)
 
i.
loss, or that part of any loss, resulting solely from any violation by the
     
ASSURED or by any Employee:
     
(1)
of any law regulating:
       
a.
the issuance, purchase or sale of securities,
       
b.
securities transactions on security or commodity exchanges or
         
the over the counter market,
       
c.
investment companies,
       
d.
investment advisors, or
     
(2)
of any rule or regulation made pursuant to any such law; or
   
j.
loss of confidential information, material or data;
   
k.
loss resulting from voice requests or instructions received over the
     
telephone, provided however, this Section 2.k. shall not apply to INSURING
     
CLAUSE 7. or 9.
 __________________________________________________________________________________________________________
 
 
Specific Exclusions -
3.
This Bond does not directly or indirectly cover:
Applicable To All Insuring
 
a.
loss caused by an Employee, provided, however, this Section 3.a. shall not
Clauses Except Insuring
   
apply to loss covered under INSURING CLAUSE 2. or 3. which results
Clause 1.
   
directly from misplacement, mysterious unexplainable disappearance, or
     
damage or destruction of Property;
   
b.
loss through the surrender of property away from premises of the ASSURED
     
as a result of a threat:
     
(1)
to do bodily harm to any natural person, except loss of Property in
       
transit in the custody of any person acting as messenger of the
       
ASSURED, provided that when such transit was initiated there was no
       
knowledge by the ASSURED of any such threat, and provided further
       
that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
     
(2)
to do damage to the premises or Property of the ASSURED;
   
c.
loss resulting from payments made or withdrawals from any account
     
involving erroneous credits to such account;
   
d.
loss involving Items of Deposit which are not finally paid for any reason
     
provided however, that this Section 3.d. shall not apply to INSURING
     
CLAUSE 10.;
   
e.
loss of property while in the mail;
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 12 of 19

 
13

 
 
       
Conditions And
     
Limitations
     
 
 
Specific Exclusions -
 
f.
loss resulting from the failure for any reason of a financial or depository
Applicable To All Insuring
   
institution, its receiver or other liquidator to pay or deliver funds or other
Clauses Except Insuring
   
Property to the ASSURED provided further that this Section 3.f. shall not
Clause 1.
   
apply to loss of Property resulting directly from robbery, burglary,
(continued)
   
misplacement, mysterious unexplainable disappearance, damage,
     
destruction or removal from the possession, custody or control of the
     
ASSURED.
 
   
g.
loss of Property while in the custody of a Transportation Company,
     
provided however, that this Section 3.g. shall not apply to INSURING
     
CLAUSE 3.;
 
   
h.
loss resulting from entries or changes made by a natural person with
     
authorized access to a Computer System who acts in good faith on
     
instructions, unless such instructions are given to that person by a software
     
contractor or its partner, officer, or employee authorized by the ASSURED to
     
design, develop, prepare, supply, service, write or implement programs for
     
the ASSURED's Computer System; or
 
   
i.
loss resulting directly or indirectly from the input of data into a Computer
     
System terminal, either on the premises of the customer of the ASSURED
     
or under the control of such a customer, by a customer or other person who
     
had authorized access to the customer's authentication mechanism.
 __________________________________________________________________________________________________________
 
 
Specific Exclusions -
4.
This bond does not directly or indirectly cover:
Applicable To All Insuring
 
a.
loss resulting from the complete or partial non-payment of or default on any
Clauses Except Insuring
   
loan whether such loan was procured in good faith or through trick, artifice,
Clauses 1., 4., And 5.
   
fraud or false pretenses; provided, however, this Section 4.a. shall not apply
     
to INSURING CLAUSE 8.;
 
   
b.
loss resulting from forgery or any alteration;
 
   
c.
loss involving a counterfeit provided, however, this Section 4.c. shall not
     
apply to INSURING CLAUSE 5. or 6.
 
 
Limit Of Liability/Non-
5.
At all times prior to termination of this Bond, this Bond shall continue in force for
Reduction And Non-
 
the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,
Accumulation Of Liability
 
notwithstanding any previous loss for which the COMPANY may have paid or be
   
liable to pay under this Bond provided, however, that the liability of the COMPANY
   
under this Bond with respect to all loss resulting from:
 
   
a.
any one act of burglary, robbery or hold-up, or attempt thereat, in which no
     
Employee is concerned or implicated, or
 
   
b.
any one unintentional or negligent act on the part of any one person
     
resulting in damage to or destruction or misplacement of Property, or
 
   
c.
all acts, other than those specified in a. above, of any one person, or
 
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 13 of 19
 
14

 
       
Conditions And
     
Limitations
     
 
 
Limit Of Liability/Non-
 
d.
any one casualty or event other than those specified in a., b., or c. above,
Reduction And Non-
 
shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
Accumulation Of Liability
 
LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(continued)
 
the total amount of such loss or losses and shall not be cumulative in amounts
   
from year to year or from period to period.
 
   
All acts, as specified in c. above, of any one person which
 
   
i.
directly or indirectly aid in any way wrongful acts of any other person or
     
persons, or
 
   
ii.
permit the continuation of wrongful acts of any other person or persons
 
   
whether such acts are committed with or without the knowledge of the wrongful
   
acts of the person so aided, and whether such acts are committed with or without
   
the intent to aid such other person, shall be deemed to be one loss with the
   
wrongful acts of all persons so aided.
 
  __________________________________________________________________________________________________________
 
Discovery
6.
This Bond applies only to loss first discovered by an officer of the ASSURED
   
during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
   
ASSURED being aware of:
 
   
a.
facts which may subsequently result in a loss of a type covered by this Bond,
     
or
 
   
b.
an actual or potential claim in which it is alleged that the ASSURED is liable
     
to a third party,
 
   
regardless of when the act or acts causing or contributing to such loss occurred,
   
even though the amount of loss does not exceed the applicable DEDUCTIBLE
   
AMOUNT, or the exact amount or details of loss may not then be known.
  __________________________________________________________________________________________________________
 
 
Notice To Company -
7.
a.
The ASSURED shall give the COMPANY notice thereof at the earliest
Proof - Legal Proceedings
   
practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company
   
an amount that is in excess of 50% of the applicable DEDUCTIBLE
     
AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
 
   
b.
The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
     
with full particulars within six (6) months after such discovery.
 
   
c.
Securities listed in a proof of loss shall be identified by certificate or bond
     
numbers, if issued with them.
 
   
d.
Legal proceedings for the recovery of any loss under this Bond shall not be
     
brought prior to the expiration of sixty (60) days after the proof of loss is filed
     
with the COMPANY or after the expiration of twenty-four (24) months from
     
the discovery of such loss.
 
   
e.
This Bond affords coverage only in favor of the ASSURED. No claim, suit,
     
action or legal proceedings shall be brought under this Bond by anyone
     
other than the ASSURED.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 14 of 19
 
 
15

 
 
       
Conditions And
     
Limitations
     
 
 
Notice To Company -
 
f.
Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - Legal Proceedings
   
include electronic recordings of such instructions.
Against Company
     
(continued)
     
 
 
Deductible Amount
8.
The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
   
on account of loss unless the amount of such loss, after deducting the net amount
   
of all reimbursement and/or recovery obtained or made by the ASSURED, other
   
than from any Bond or policy of insurance issued by an insurance company and
   
covering such loss, or by the COMPANY on account thereof prior to payment by
   
the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
   
ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
   
for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
   
DECLARATIONS.
 
   
There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
   
sustained by any Investment Company.
  __________________________________________________________________________________________________________
 
Valuation
9.
BOOKS OF ACCOUNT OR OTHER RECORDS
   
The value of any loss of Property consisting of books of account or other records
   
used by the ASSURED in the conduct of its business shall be the amount paid by
   
the ASSURED for blank books, blank pages, or other materials which replace the
   
lost books of account or other records, plus the cost of labor paid by the
   
ASSURED for the actual transcription or copying of data to reproduce such books
   
of account or other records.
 
   
The value of any loss of Property other than books of account or other records
   
used by the ASSURED in the conduct of its business, for which a claim is made
   
shall be determined by the average market value of such Property on the
   
business day immediately preceding discovery of such loss provided, however,
   
that the value of any Property replaced by the ASSURED with the consent of the
   
COMPANY and prior to the settlement of any claim for such Property shall be the
   
actual market value at the time of replacement.
 
   
In the case of a loss of interim certificates, warrants, rights or other securities, the
   
production of which is necessary to the exercise of subscription, conversion,
   
redemption or deposit privileges, the value of them shall be the market value of
   
such privileges immediately preceding their expiration if said loss is not discovered
   
until after their expiration. If no market price is quoted for such Property or for
   
such privileges, the value shall be fixed by agreement between the parties.
 
   
OTHER PROPERTY
 
   
The value of any loss of Property, other than as stated above, shall be the actual
   
cash value or the cost of repairing or replacing such Property with Property of
   
like quality and value, whichever is less.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 15 of 19
 

 
16

 
 
       
Conditions And
     
Limitations
     
(continued)
     
 
 
Securities Settlement
10.
In the event of a loss of securities covered under this Bond, the COMPANY may,
   
at its sole discretion, purchase replacement securities, tender the value of the
   
securities in money, or issue its indemnity to effect replacement securities.
 
   
The indemnity required from the ASSURED under the terms of this Section
   
against all loss, cost or expense arising from the replacement of securities by the
   
COMPANY'S indemnity shall be:
 
   
a.
for securities having a value less than or equal to the applicable
     
DEDUCTIBLE AMOUNT - one hundred (100%) percent;
 
   
b.
for securities having a value in excess of the DEDUCTIBLE AMOUNT but
     
within the applicable LIMIT OF LIABILITY - the percentage that the
     
DEDUCTIBLE AMOUNT bears to the value of the securities;
 
   
c.
for securities having a value greater than the applicable LIMIT OF LIABILITY
     
- the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
     
the applicable LIMIT OF LIABILITY bears to the value of the securities.
 
   
The value referred to in Section 10.a., b., and c. is the value in accordance with
   
Section 9, VALUATION, regardless of the value of such securities at the time the
   
loss under the COMPANY'S indemnity is sustained.
 
   
The COMPANY is not required to issue its indemnity for any portion of a loss of
   
securities which is not covered by this Bond; however, the COMPANY may do so
   
as a courtesy to the ASSURED and at its sole discretion.
 
   
The ASSURED shall pay the proportion of the Company's premium charge for the
   
Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
   
LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
   
purchased by the ASSURED to obtain replacement securities.
 ___________________________________________________________________________________________________________
 
 
Subrogation - Assignment - 11.
In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery
 
all of the ASSURED'S rights of recovery against any person or entity to the extent
   
of such payment. On request, the ASSURED shall deliver to the COMPANY an
   
assignment of the ASSURED'S rights, title and interest and causes of action
   
against any person or entity to the extent of such payment.
 
   
Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
   
applied net of the expense of such recovery in the following order:
 
   
a.
first, to the satisfaction of the ASSURED'S loss which would otherwise have
     
been paid but for the fact that it is in excess of the applicable LIMIT OF
     
LIABILITY,
 
   
b.
second, to the COMPANY in satisfaction of amounts paid in settlement of
     
the ASSURED'S claim,
 
   
c.
third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
     
AMOUNT, and
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 16 of 19

 
17

 
 
       
Conditions And
     
Limitations
     
 
 
Subrogation - Assignment -
 
d.
fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery
   
ASSURED which was not covered under this Bond.
(continued)
 
Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
   
recovery under this section.
 ___________________________________________________________________________________________________________
 
 
Cooperation Of Assured
12.
At the COMPANY'S request and at reasonable times and places designated by
   
the COMPANY, the ASSURED shall:
 
   
a.
submit to examination by the COMPANY and subscribe to the same under
     
oath,
 
   
b.
produce for the COMPANY'S examination all pertinent records, and
 
   
c.
cooperate with the COMPANY in all matters pertaining to the loss.
 
   
The ASSURED shall execute all papers and render assistance to secure to the
   
COMPANY the rights and causes of action provided for under this Bond. The
   
ASSURED shall do nothing after loss to prejudice such rights or causes of action.
 ___________________________________________________________________________________________________________
 
 
Termination
13.
If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
   
shall have been given by the acting party to the affected party and to the
   
Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
   
days prior to the effective date of such termination.
 
   
If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
   
shall have been given by the acting party to the affected party, and by the
   
COMPANY to all ASSURED Investment Companies and to the Securities and
   
Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
   
the effective date of such termination.
 
   
This Bond will terminate as to any one ASSURED, other than an Investment
   
Company:
 
   
a.
immediately on the taking over of such ASSURED by a receiver or other
     
liquidator or by State or Federal officials, or
 
   
b.
immediately on the filing of a petition under any State or Federal statute
     
relative to bankruptcy or reorganization of the ASSURED, or assignment for
     
the benefit of creditors of the ASSURED, or
 
   
c.
immediately upon such ASSURED ceasing to exist, whether through merger
     
into another entity, disposition of all of its assets or otherwise.
 
   
The COMPANY shall refund the unearned premium computed at short rates in
   
accordance with the standard short rate cancellation tables if terminated by the
   
ASSURED or pro rata if terminated for any other reason.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 17 of 19

 
18

 
 
       
Conditions And
     
Limitations
     
 
 
Termination
 
If any partner, director, trustee, or officer or supervisory employee of an
(continued)
 
ASSURED not acting in collusion with an Employee learns of any dishonest act
   
committed by such Employee at any time, whether in the employment of the
   
ASSURED or otherwise, whether or not such act is of the type covered under this
   
Bond, and whether against the ASSURED or any other person or entity, the
   
ASSURED:
 
   
a.
shall immediately remove such Employee from a position that would enable
     
such Employee to cause the ASSURED to suffer a loss covered by this
     
Bond; and
 
   
b.
within forty-eight (48) hours of learning that an Employee has committed
     
any dishonest act, shall notify the COMPANY, of such action and provide full
     
particulars of such dishonest act.
 
   
The COMPANY may terminate coverage as respects any Employee sixty (60)
   
days after written notice is received by each ASSURED Investment Company
   
and the Securities and Exchange Commission, Washington, D.C. of its desire to
   
terminate this Bond as to such Employee.
  ___________________________________________________________________________________________________________
 
 
Other Insurance
14.
Coverage under this Bond shall apply only as excess over any valid and collectible
   
insurance, indemnity or suretyship obtained by or on behalf of:
 
   
a.
the ASSURED,
 
   
b.
a Transportation Company, or
 
   
c.
another entity on whose premises the loss occurred or which employed the
     
person causing the loss or engaged the messenger conveying the Property
     
involved.
 
 
Conformity
15.
If any limitation within this Bond is prohibited by any law controlling this Bond's
   
construction, such limitation shall be deemed to be amended so as to equal the
   
minimum period of limitation provided by such law.
 
 
Change or Modification
16.
This Bond or any instrument amending or affecting this Bond may not be changed
   
or modified orally. No change in or modification of this Bond shall be effective
   
except when made by written endorsement to this Bond signed by an authorized
   
representative of the COMPANY.
 
   
If this Bond is for a sole ASSURED, no change or modification which would
   
adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
   
days after written notice has been furnished to the Securities and Exchange
   
Commission, Washington, D.C., by the acting party.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 18 of 19
 
 
19

 
   
Conditions And
 
Limitations
 
 
 
Change or Modification
If this Bond is for a joint ASSURED, no charge or modification which would
(continued)
adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
 
days after written notice has been furnished to all insured Investment Companies
 
and to the Securities and Exchange Commission, Washington, D.C., by the
 
COMPANY.
ICAP Bond (5-98)
Form 17-02-1421 (ed 5-98) Page 19 of 19
 
 
20

 
   
FEDERAL INSURANCE COMPANY
 
Endorsement No:
1
 
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
INVESTMENT MANAGEMENT
 
 
 
NAME OF ASSURED ENDORSEMENT
 
 
It is agreed that the NAME OF ASSURED in the DECLARATIONS is amended to read as follows:
 
MFS Financial Services Company dba MFS Investment Management
 
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 Fund21
 
 
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 Money Market Fund
 
MFS Mid Cap Growth Fund
 
 
MFS SERIES TRUST V
 
International New Discovery Fund
 
MFS Research Fund
 
MFS Total Return Fund
 
 
MFS SERIES TRUST VI
 
MFS Global Equity Fund
 
MFS Global Total Return Fund
 
MFS Utilities Fund
 
 
ICAP Bond
 
Form 17-02-0949 (Rev. 1-97)
Page 1
 
 
 
21

 
 
MFS SERIES TRUST VIII
MFS Capital Opporlunities 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 Floating Rate High Income Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS International Growth Fund
MFS International Value Fund
MFS Moderate Allocation Fund
MFS NewEndeavor Fund
MFS Strategic Value Fund
 
MFS SERIES TRUST XI
MFS Blended Research Core Equity Fund
MFS Mid Cap Value Fund
 
MFS SERIES TRUST XII
LRT MFS Lifetime Retirement Income Fund
MFS Lifetime 2010 Fund
MFS Lifetime 2020 Fund
MFS Lifetime 2030 Fund
MFS Lifetime 2040 Fund
MFS Sector Rotational Fund
 
MFS SERIES TRUST XIIl
MFS Diversified Income Fund
MFS Global Real Estate Fund
MFS Government Securities Fund
 
ICAP Bond
Form 17-02-0949 (ed. 1-97) Page 2
 
22

 

 
MFS SERIES TRUST XIV
MFS Institutional Money Market Portfolio
 
MFS SERIES TRUST XV
MFS Diversified Target Return Fund
 
STAND-ALONE FUNDS
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust 03121124 Open-End Mutual Fund SSB&T MFSC
 
CLOSED-END FUNDS
MFS California Insured Municipal Fund
MFS Charter Incorne Trust
MFS Government Markets Income Trust
MFS High Income Municipal
MFS High Yield Municipal Trust
MFS InlerMarket Income Trust I
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Mullimarket Income Trusl
MFS Municipal Income Trust
MFS Special Value Trust
 
MST MFS MUNICIPAL SERIES TRUST
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Munidpal Bond Fund
MFS Florida Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MMA MFS Massachusetts Municipal Bond Fund
MFS Mississippi Municipal Bond Fund
MFS Municipal Income Fund
MFS New York Municipal Bond
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 INSTITUTIONAL TRUST
MFS lnstitutional lnternational Equity Fund
MFS Institutional Large Cap Value Fund
 
ICAP Bond
Form 17-02-0949 (ed. 1-97) Page 3
 
23

 

 
   
MFS VARIABLE INSURANCE TRUST
 
MFS Core Equity Series
 
MFS Global Equity Series
 
MFS Growth Series
 
MFS High lncome Series
 
MFS Investors Growth Stock Series
 
MFS Investors Trust Series
 
MFS Mid Cap Growth Series
 
MFS Money Market Series
 
MFS New Discovery Series
 
MFS Research Bond Series
 
MFS Research International
 
MFS Research Series
 
MFS Strategic Income Series
 
MFS Total Return Series
 
MFS Utilities Series
 
MFS Value Series
 
 
SUN LIFE PRODUCTS
 
MFS Variable Insurance Trust II:
 
MFS Blended Research Core Equity Portfolio
 
MFS Blended Research Growth Portfolio
 
MFS Blended Researdl Value Portfolio
 
MFS Bond Portfolio
 
MFS Capital Appreciation 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 Total Return 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 Mid Cap Value 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
 
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 4
 
 
24

 
 
 
COMPASS 2 & COMPASS 3 VARIABLE 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
 
 
MFS Fund Distributors, Inc.
MFS Services center, inc.
MFS heritage Trust Company
MFS Institutional Advisors, Inc.
MFS International Limited
MFS Development Funds LLC
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 5

 
 
25

 
 
 
         
   
FEDERAL INSURANCE COMPANY
 
   
Endorsement No. 2
 
 
   
Bond Number:
81391896
 
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
     
 
 
 
REVISE ITEM 2. ENDORSEMENT
   
 
It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and
substituting the following:
     
 
ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:
     
 
If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE
and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There
shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any
Investment Company.
     
 
   
SINGLE LOSS
DEDUCTIBLE
INSURING CLAUSE
LIMIT OF LIABILITY
AMOUNT
1.
Employee
$ 25,000,000
$ 100,000
2.
On Premises
$ 25,000,000
$ 100,000
3.
In Transit
$ 25,000,000
$ 100,000
4.
Forgery or Alteration
$ 25,000,000
$ 100,000
5.
Extended Forgery
$ 25,000,000
$ 100,000
6.
Counterfeit Money
$ 25,000,000
$ 100,000
7.
Threats to Person
$ Not Covered
$ Not Covered
8.
Computer System
$ See Endt.
$ See Endt.
9.
Voice Initiated Funds Transfer Instruction
$ See Endt.
$ See Endt.
10.
Uncollectible Items of Deposit
$ 250,000
$ 100,000
11.
Audit Expense
$ 250,000
$ 100,000
12.
Unauthorized Signature
$ 25,000,000
$ 100,000
13.
Claims Expense
$ 250,000
$ 100,000
14.
Automated Phone System
$ 25,000,000
$ 100,000
15. Computer Systems & Voice Instruction
$ 25,000,000
$ 100,000
16. Destruction of Data or Programs by Hacker
$ 25,000,000
$ 100,000
17. Destruction of Data or Programs by Virus
$ 25,000,000
$ 100,000
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
   
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
   
 
Date: November 22, 2010
 
 
 
ICAP BondForm 17-02-1582 (Ed. 5-98)
 
Page 2
 
 
26

 
 
         
     
FEDERAL INSURANCE COMPANY
     
Endorsement No.: 3
     
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
     
INVESTMENT MANAGEMENT
 
     
UNAUTHORIZED SIGNATURE ENDORSEMENT
It is agreed that this Bond is amended as follows:
 
1.
By adding the following INSURING CLAUSE:
 
 
12.
Unauthorized Signature
 
   
Loss resulting directly from the ASSURED having accepted, paid or cashed any check or
   
Withdrawal Order made or drawn on or against the account of the ASSURED’S customer which
   
bears the signature or endorsement of one other than a person whose name and signature is on
   
file with the ASSURED as a signatory on such account.
 
   
It shall be a condition precedent to the ASSURED'S right of recovery under this INSURING
   
CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories
   
on such account.
 
2.
By adding to Section 1., Definitions, the following:
 
 
r.
Instruction means a written order to the issuer of an Uncertificated Security requesting that the
   
transfer, pledge or release from pledge of the specified Uncertificated Security be registered.
 
s.
Uncertificated Security means a share, participation or other interest in property of or an
   
enterprise of the issuer or an obligation of the issuer, which is:
 
   
(1)
not represented by an instrument and the transfer of which is registered on books
     
maintained for that purpose by or on behalf of the issuer, and
   
(2)
of a type commonly dealt in on securities exchanges or markets, and
   
(3)
either one of a class or series or by its terms divisible into a class or series of shares,
     
participations, interests or obligations.
 
 
 
   
ICAP Bond
 
Form 17-02-5602 (Ed. 10-03)
Page 1
____________________________________________________________________________________________________________
 
 
   
t.
Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a
 
customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the
 
amount of funds stated therein.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
 
   
ICAP Bond
 
Form 17-02-5602 (Ed. 10-03)
Page 2
 
 
27

 
 
 
       
   
FEDERAL INSURANCE COMPANY
   
Endorsement No.:
4
   
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
   
INVESTMENT MANAGEMENT
 
   
CLAIMS EXPENSE ENDORSEMENT
 
It is agreed that this Bond is amended as follows:
 
1.
By adding the following INSURING CLAUSE:
 
 
13. Claims Expense
 
 
Reasonable expense incurred by the ASSURED, solely for independent firms or individuals to
 
determine the amount of loss where:
 
 
(1)
the loss is covered under the Bond, and
 
 
(2)
the loss is in excess of the applicable DEDUCTIBLE AMOUNT.
 
2.
Under General Exclusions-Applicable To All Insuring Clauses, Section 2.f. does not apply to loss
 
covered under this INSURING CLAUSE.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
ICAP Bond
 
Form 17-02-6282 (Ed. 11-04)
 
 
28

 
 

 
     
   
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
Endorsement/Rider No.
5
 
To be attached to and
 
 
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
INVESTMENT MANAGEMENT
   
 
AMEND DEFINITION OF EMPLOYEE ENDORSEMENT
In consideration of the premium charged, it is agreed that the definition of Employee as set forth in Section 1,
Definitions, of the Conditions and Limitations section, is amended to include any consultants and independent
contractors that have a valid contract with the ASSURED.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2322 (12/2008)
 
Page 1
 

 
29

 
 
             
         
ENDORSEMENT/RIDER
 
Effective date of
         
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
         
Endorsement/Rider No.
6
         
To be attached to and
 
         
form a part of Policy No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
COMPUTER SYSTEMS AND VOICE INSTRUCTIONS ENDORSEMENT
       
(WITH INTERNET RIDER)
 
In consideration of the premium charged, it is agreed that:
 
1.
This bond is amended by adding the following additional Insuring Clause:
 
 
Computer Systems And Voice Instructions Insuring Clause
 
 
(A)Loss resulting directly from a fraudulent:
   
 
(1)
entry of data into, or
   
 
(2)
change of data elements or programs within a “Computer System” (as defined
   
below),
     
 
provided the fraudulent entry or change causes:
 
   
(a)
Property to be transferred, paid or delivered,
 
   
(b)
an account of the ASSURED, or of its customer, to be added, deleted,
     
debited or credited, or
   
   
(c)
an unauthorized account or a fictitious account to be debited or credited;
 
(3)
voice instructions or advices having been transmitted to the ASSURED or its
   
agent(s) by telephone; and provided further, the fraudulent entry or change is
   
made or caused by an individual acting with the manifest intent to:
   
(a)
cause the ASSURED or its agent(s) to sustain a loss, and
   
(b)
obtain financial benefit for that individual or for other persons intended by
     
that individual to receive financial benefit,
 
   
(c)
and further provided such voice instructions or advices:
     
(i)
were made by a person who purported to represent an individual
       
authorized to make such voice instructions or advices; and
     
(ii)
were electronically recorded by the ASSURED or its agent(s).
 
(4)
It shall be a condition to recovery under this Computer Systems And Voice
   
Instructions Insuring Clause that the ASSURED or its agent(s) shall to the best of
   
their ability electronically record all voice instructions or advices received over
   
telephone. The ASSURED or its agent(s) warrant that they shall make their best
   
efforts to maintain the electronic recording system on a continuous basis.
   
Nothing, however, in this endorsement shall bar the ASSURED from recovery
   
where no recording is available because of mechanical failure of the device used
   
in making such recording, or because of failure of the media used to record a
 
 
Q09-392 (2/2009) Page 1
 
 
30

 
     
   
conversation from any cause, or error or omission of any Employee(s) or
   
agent(s) of the ASSURED.
 
 
(B)
Loss resulting by reason of the ASSURED having transferred, paid, or delivered any
   
funds or property, established any credit, debited any account or given any value on the
   
faith of any instructions directed to the ASSURED over the Internet authorizing or
   
acknowledging the transfer, payment, delivery or receipt of funds or property which
   
instructions were transmitted over the Internet directly to the ASSURED and fraudulently
   
purport to have been sent by a customer, an office of the ASSURED or another financial
   
institution, but which instructions were either transmitted over the Internet, without the
   
knowledge or consent of said person, or were fraudulently modified during transmission
   
over the Internet to the ASSURED.
 
2.
For purposes of this endorsement, the following terms shall apply
 
 
“Computer System” means:
 
 
(a)
computers with related peripheral components, including storage components, wherever
   
located,
 
 
(b)
systems and applications software,
 
 
(c)
terminal devices,
 
 
(d)
related communication networks or customer communication systems, and
 
 
(e)
related “Electronic Funds Transfer Systems” (as defined below),
 
 
by which data are electronically collected, transmitted, processed, stored, and retrieved; provided
 
that the coverage afforded pursuant to the terms of this endorsement shall apply to all Computer
 
Systems used by the ASSURED.
 
 
“Electronic Funds Transfer System” means automated teller machines, point of sale terminals,
 
and other similar operating systems and includes any shared networks, or other similar facilities
 
for such systems, in which the ASSURED participates.
 
3.
In addition to the exclusions in the attached bond, the following exclusions are applicable to this
 
Computer Systems And Voice Instructions Insuring Clause:
 
 
(a)
loss resulting directly or indirectly from the theft of confidential information, material or
   
data;
 
 
(b)
loss resulting directly or indirectly from entries or changes made by an individual
   
authorized to have access to a Computer System who acts in good faith on instructions,
   
unless such instructions are given to that individual by a software contractor (or by a
   
partner, officer or employee thereof) authorized by the ASSURED to design, develop,
   
prepare, supply service, write or implement programs for the ASSURED'S Computer
   
System. This exclusion shall only apply to that customer's account.
 
4.
The coverage afforded by this endorsement applies only to loss discovered by the ASSURED
 
during the period this endorsement is in force.
 
5.
All loss or series of losses involving the fraudulent activity of one individual, or involving
 
fraudulent activity in which one individual is implicated, whether or not that individual is
 
specifically identified, shall be treated as one loss. A series of losses involving unidentified
 
individuals but arising from the same method of operation may be deemed by the COMPANY to
 
involve the same individual and in that event shall be treated as one loss.
 
6.
The COMPANY’S maximum Limit of Liability for this Computer Systems And Voice Instructions
 
Insuring Clause is $25,000,000, which is part of $45,000,000, and is subject to a deductible of
 
$100,000, which applies to each and every loss.
 
7.
If any loss is covered under this Insuring Clause and any other Insuring Clause or Coverage, the
 
maximum amount payable for such loss shall not exceed the largest amount available under
 
anyone Insuring Clause or Coverage.
 
 
Q09-392 (2/2009) Page 2
 
 
31

 

 
     
8.
Coverage under this endorsement shall terminate upon termination or cancellation of the bond to
 
which this endorsement is attached. Coverage under this endorsement may also be terminated
 
or cancelled without cancelling the bond as an entirety:
 
 
(a)
ninety (90) days after receipt by the ASSURED of written notice from the COMPANY of
   
its desire to terminate or cancel coverage under this endorsement, or
 
 
(b)
immediately upon receipt by the COMPANY of a written request from the ASSURED to
   
terminate or cancel coverage under this endorsement.
 
 
The COMPANY shall refund to the ASSURED the unearned premium for this coverage under this
 
endorsement. The refund shall be computed at short rates if this endorsement is terminated or
 
cancelled or reduced by notice from, or at the instance of, the ASSURED.
 
9.
Section 7, Notice to Company-Proof-Legal Proceedings Against Company, of the Conditions and
 
Limitations of this bond is amended by adding the following sentence:
 
   
Proof of loss resulting from voice instructions or advices covered under this bond shall
   
include electronic recordings of such voice instructions or advices.
 
10.
Notwithstanding the foregoing, however, coverage afforded by this endorsement is not designed
 
to provide protection against loss covered under a separate Electronic and Computer Crime
 
Policy by whatever title assigned or written by any insurer. Any loss which is covered under such
 
separate Policy is excluded from coverage under this bond; and the ASSURED agrees to make
 
claim for such loss under its separate Policy.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q09-392 (2/2009) Page 3
 
 
 
32

 
         
       
ENDORSEMENT/RIDER
Effective date of
     
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
     
Endorsement/Rider No.
7
     
To be attached to and
 
     
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
   
DESTRUCTION OF DATA OR PROGRAMS BY HACKER ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
(1)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
Destruction Of Data Or Programs By Hacker Insuring Clause
 
 
Loss resulting directly from the malicious destruction of or damage to, Electronic Data or Computer
 
Programs owned by the ASSURED or for which the ASSURED is legally liable while stored within a
 
Computer System covered pursuant to the terms and conditions of the Computer Systems and Voice
 
Instructions Endorsement #6, attached to this Bond.
 
 
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or
 
Computer Programs from other Electronic Data or Computer Programs which shall have been furnished
 
by the ASSURED.
   
 
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from other
 
Computer Programs, the Company will pay the cost incurred for computer time, computer
 
programmers, consultants or other technical specialists as is reasonably necessary to restore Computer
 
Programs to substantially the previous level of operational capability.
 
 
The Company’s maximum Limit of Liability for this Destruction Of Data Or Programs By Hacker Insuring
 
Clause is $25,000,000, which is part of $45,000,000, and is subject to a deductible of $100,000, which
 
applies to each and every loss.
   
(2)
For purposes of this endorsement, the definition of Computer System, as set forth in Subsection 1,
 
Definitions, of the Conditions and Limitations Section, is deleted and replaced with the following:
 
Computer System means:
   
 
(a)
computers with related peripheral components, including storage components, wherever
   
located,
   
 
(b)
systems and applications software,
 
 
(c)
terminal devices,
   
 
(d)
related communication networks or customer communication systems, and
 
(e)
related Electronic Funds Transfer Systems,
 
 
by which data are electronically collected, transmitted, processed, stored, and retrieved.
(3)
For purposes of this endorsement, the following terms shall apply:
 
 
Q08-2336 (12/2008)
 
 
Page 1
 
 
Electronic Data means facts or information converted to a form usable in a Computer System by
Computer Programs and which is stored on magnetic tapes or disks, or optical storage disks or other
bulk media.
 
Computer Program means a set of related electronic instructions which direct the operations and
functions of a computer or devices connected to it which enable the computer or devices to receive,
process, store or send Electronic Data.
 
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
Q08-2336 (12/2008)
 
Page 2
 
 
33

 
 
         
       
ENDORSEMENT/RIDER
Effective date of
     
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
     
Endorsement/Rider No.
8
     
To be attached to and
 
     
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
 
 
   
DESTRUCTION OF DATA OR PROGRAMS BY VIRUS ENDORSEMENT
In consideration of the premium charged, it is agreed that:
 
(1)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
Destruction Of Data Or Programs By Virus Insuring Clause
 
 
Loss resulting directly from the malicious destruction of or damage to, Electronic Data or Computer
 
Programs owned by the ASSURED or for which the ASSURED is legally liable while stored within a
 
Computer System covered pursuant to the terms and conditions of the Computer Systems and Voice
 
Instructions Endorsement #6, attached to this Bond, if such destruction or damage was caused by a
 
computer programmer similar instruction which was written or altered to incorporate a hidden instruction
 
designed to destroy or damage Electronic Data or Computer Programs in the Computer System in
 
which the computer program or instruction so written or so altered is used.
 
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or
 
Computer Programs from other Electronic Data or Computer Programs which shall have been furnished
 
by the ASSURED.
   
 
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from other
 
Computer Programs, the Company will pay the cost incurred for computer time, computer
 
programmers, consultants or other technical specialists as is reasonably necessary to restore Computer
 
Programs to substantially the previous level of operational capability.
 
 
The Company’s maximum Limit of Liability for this Destruction Of Data Or Programs By Virus Insuring
 
Clause is $25,000,000, which is part of $45,000,000, and is subject to a deductible of $100,000, which
 
applies to each and every loss.
   
 
(2)
For purposes of this endorsement, the definition of Computer System, as set forth in Subsection 1,
 
Definitions, of the Conditions and Limitations Section, is deleted and replaced with the following:
 
Computer System means:
   
 
(a)
computers with related peripheral components, including storage components, wherever
   
located,
   
 
(b)
systems and applications software,
 
 
(c)
terminal devices,
   
 
(d)
related communication networks or customer communication systems, and
 
(e)
related Electronic Funds Transfer Systems,
 
 
by which data are electronically collected, transmitted, processed, stored, and retrieved.
Q08-2337 (12/2008)
Page 1
 
____________________________________________________________________________________________________________
 
 
   
(3)
For purposes of this endorsement, the following terms shall apply:
 
 
Electronic Data means facts or information converted to a form usable in a Computer System by
 
Computer Programs and which is stored on magnetic tapes or disks, or optical storage disks or other
 
bulk media.
 
 
Computer Program means a set of related electronic instructions which direct the operations and
 
functions of a computer or devices connected to it which enable the computer or devices to receive,
 
process, store or send Electronic Data.
 
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
Q08-2337 (12/2008)
 
Page 2
 
 
34

 
 
           
         
ENDORSEMENT/RIDER
Effective date of
     
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
       
Endorsement/Rider No.
9
       
To be attached to and
 
       
form a part of Bond No.
81391896
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
   
INVESTMENT MANAGEMENT
   
 
     
DISHONEST OR FRAUDULENT ACT ENDORSEMENT
In consideration of the premium charged, it is agreed that:
 
(1)
Dishonest or fraudulent acts which meet any of the following criteria will not require notification by the
 
ASSURED to the Company:
   
 
(i)
Acts involving values of less than $5,000 (five thousand dollars), or
 
(ii)
convictions involving any controlled substances as defined by federal and local law which:
   
(a)
occurred more than three (3) years prior to the ASSURED’S discovery; and
   
(b)
did not occur while employed by the ASSURED.
 
(2)
Any request for waiver for an Employee must include a description of the position to be held and a
 
description of the facts and circumstances surrounding the legal infraction.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2342 (12/2008)
 
 
Page 1
 

 
35

 
 
 
       
     
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
   
Endorsement/Rider No.
10
 
   
To be attached to and
 
   
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
 
AUTOMATED PHONE SYSTEM ENDORSEMENT
 
In consideration of the premium charged, it is agreed that:
 
 
(1)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
 
Automated Phone System Insuring Clause
   
 
 
Loss resulting directly from the ASSURED having transferred funds on the faith of any Automated
 
Phone System (hereinafter “APS”) Transaction, where the request for such APS Transaction is
 
unauthorized or fraudulent and is made with the intent to deceive. In order for coverage to apply under
 
this Insuring Clause the ASSURED shall maintain and follow all APS Designated Procedures with
 
respect to APS Transactions. The isolated failure of the ASSURED to maintain and follow a particular
 
APS Designated Procedure in a particular instance will not preclude coverage under this Automated
 
Phone System Insuring Clause subject to the exclusions herein and in this Bond.
 
(2)
For purposes of this endorsement, the following terms shall apply:
 
 
 
Automated Phone System or APS means an automated system which receives and converts to
 
executable instructions transmissions over the telephone through use of a touch-tone keypad or other
 
tone system or voice recognition system, and always excluding transmissions from a computer system
 
or part thereof.
   
 
 
APS Transaction means any APS Purchase, APS Redemption, APS Election or APS Exchange.
 
 
APS Purchase means any purchase of shares issued by an Investment Company which is requested
 
through an Automated Phone System.
   
 
 
APS Redemption means any redemption of shares issued by an Investment Company which is
 
requested over the telephone by means of information transmitted by an individual caller through use of
 
a telephone keypad or voice recognition system.
 
 
 
APS Election means any election concerning various account features available to Fund shareholders
 
which is made over the telephone by means of information transmitted by an individual caller through
 
use of a telephone keypad or voice recognition system. These features include account statements,
 
auto exchange, auto asset builder, automatic withdrawal, dividend/capital gain options, dividend sweep,
 
telephone balance consent and change of address.
 
 
 
APS Exchange means any exchange of shares in a registered account of one Fund into shares in an
 
account with the same tax identification number and same ownership-type code of another Fund in the
 
same complex pursuant to exchange privileges of the two Funds, which exchange is requested over the
 
telephone by means of information transmitted by an Individual caller through use of a telephone
 
keypad or voice recognition system.
   
 
 
APS Designated Procedures means all of the following procedures:
 
 
 
Q08-2343 (12/2008)

 
Page 1
 
 
 
36

 
     
(1)
Election in Application No APS Redemption shall be executed unless the shareholder to whose
 
account such an APS Redemption relates has previously elected to permit Telephone
 
Redemptions.
 
(2)
Logging: All APS Purchases, Redemptions or Exchanges shall be logged or otherwise recorded
 
and the records shall be retained for at least six (6) months. Information contained in the records
 
shall be capable of being retrieved and produced within a reasonable time after retrieval of
 
specific information is requested, at a success rate of no less than 85 percent.
 
(3)
Identity Test: The caller in any request for an APS Transaction, must first input his/her account
 
number, the last four digits of his/her social security number, and finally, his/her personal
 
identification number (“PIN”). It is proposed that in addition to this procedure, a customer may:
 
 
(a)
begin by saying or pressing his/her account number, then say or press his/her PIN, or
 
 
(b)
begin by saying or pressing his/her social security number, then say or press his/her PIN
   
and lastly, say name of fund or account number (or press account number).
 
 
(c)
Limited attempts to Enter PIN: If the caller fails to enter a correct PIN within (3) three
   
attempts, the caller must not be allowed additional attempts during the same telephone call
   
to enter the PIN. The caller may either be instructed to redial a customer service
   
representative or may be immediately connected to such a representative.
 
 
(d)
Written Confirmation: A written confirmation of any APS Purchase, Redemption, Exchange
   
or change of address shall be mailed to the shareholder(s) to whose account such
   
transaction relates, at the record address, by the end of the ASSURED’S next regular
   
processing cycle, but in no event later than five (5) business days following such APS
   
Transaction.
 
 
(e)
Access to APS Equipment: Access to the equipment which permits the entity receiving the
   
APS Transaction request to process and effect the transaction shall be limited in the
   
following manner: The Shareholder Services Group, Inc., accesses the hardware housing
   
the Mutual Fund On-Line system which effects transactions.
 
(3) With respect to the coverage afforded pursuant to the Automated Phone Systems Insuring Clause, this
Bond does not directly or indirectly cover any loss resulting from:
 
(1)
the redemption of shares, where the proceeds of such redemption are made payable to other than
 
(i) the shareholder of record, or (ii) a person designated to receive redemption proceeds, or (iii) a
 
bank account designated to receive redemption proceeds; or
 
(2)
the redemption of shares, where the proceeds of such redemption are paid by check mailed to
 
any address, unless such address has either been (i) designated by voice over the telephone or in
 
writing without a signature guarantee. In either case at least thirty (30) days prior to such
 
redemption, or (ii) designated, or (iii) verified by any other procedures, if such procedures are
 
stated below in this Endorsement; or
 
(3)
the redemption of shares, where the proceeds of such redemption are paid by wire transfer to
 
other than the shareholders designated bank account of record; or
 
(4)
the intentional failure to adhere to one or more APS Designated Procedures.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2343 (12/2008)
 
 
Page 2
 
Q08-2343 (12/2008)
 
Page 3
 
 
 
37

 

 
         
       
ENDORSEMENT/RIDER
 
Effective date of
     
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
     
Endorsement/Rider No.
11
 
     
To be attached to and
 
     
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
 
 
 
   
TELEFACSIMILE TRANSMISSIONS COVERAGE ENDORSEMENT
 
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
(1)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
Telefacsimile Transmissions Insuring Clause
 
 
Loss resulting by reason of the ASSURED having transferred, paid or delivered any funds or Property,
 
established any credit, debited any account, or given any value on the faith of any fraudulent
 
instructions sent by a customer or financial institution by Telefacsimile Transmission directly to the
 
ASSURED authorizing or acknowledging the transfer, payment, or delivery of funds or property,
 
establishment of credit, debiting of an account or the giving of value by the ASSURED, which
 
Telefacsimile instructions:
   
 
(i)
fraudulently purport to have been sent by such customer or financial institution but which
   
Telefacsimile Instructions were transmitted without the knowledge or consent of such
   
customer or financial institution by a person other than such customer or financial institution
   
and which bear a forged signature.
 
(2)
The coverage afforded by this endorsement applies only to loss discovered by the ASSURED during
 
the period this endorsement is in force. The first sentence of Subsection 6, Discovery, of the Conditions
 
and Limitations section of this Bond does not apply to this Telefacsimile Transmissions Insuring Clause.
(3)
The Company’s maximum Limit of Liability for this Telefacsimile Transmissions Insuring Clause is
 
$25,000,000, which is part of $45,000,000, and is subject to a deductible of $100,000, which applies to
 
each and every loss.
   
(4)
Coverage under this endorsement shall terminate upon termination or cancellation of this Bond to which
 
this endorsement is attached, and coverage under this endorsement may also be terminated or
 
canceled without canceling the Bond as an entirety:
 
 
(i)
ninety (90) days after receipt by the ASSURED of written notice from the Company of its
   
desire to terminate or cancel coverage under this endorsement, or
 
(ii)
immediately upon receipt by the Company of a written request from the ASSURED to
   
terminate or cancel coverage under this endorsement.
 
(5)
For purposes of this endorsement, the following terms shall apply:
 
 
"Telefacsimile" means a system of transmitting written documents by electronic signals over telephone
 
lines to equipment maintained by the ASSURED for the purposes of reproducing a copy of said
 
document. It does not mean electronic communication sent by Telex, TWX, or similar means of
 
communication or through Electronic Communication System or through an Automated Clearing House.
 
"Forged Signature" means the handwritten signing of the name of another genuine person or the use of
 
a copy of his signature without authority and with intent to cause the ASSURED to sustain a loss and to
Q08-2346(12/2008)
Page 1
 
 
____________________________________________________________________________________________________________
 
 
obtain financial benefit; it does not include the signing in whole or in part of one's own name, with or
without authority, in any capacity, for any purpose.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
Q08-2346(12/2008)
 
Page 2
 
 
38

 
 
       
     
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
   
Endorsement/Rider No.
12
 
   
To be attached to and
 
   
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
 
AMEND EXTENDED FORGERY INSURING CLAUSE ENDORSEMENT
 
In consideration of the premium charged, it is agreed that this Bond is amended by deleting paragraph b. of
Insuring Clause 5, Extended Forgery, and replacing it with the following:
 
b.
guaranteed in writing or witnessed any signature upon any transfer, assignment, bill of sale, power
 
of attorney, guarantee, endorsement, or other obligation upon or in connection with any
 
Securities, documents or other written instructions; or purportedly guaranteed in writing or
 
witnessed any signature on any transfer, assignment, bill of sale, power of attorney, guarantee,
 
endorsement, or other obligation upon or in connection with any Securities, documents or other
 
written instructions which purported guarantee was effected by the unauthorized use of a stamp
 
or medallion of or belonging to the ASSURED which was lost, stolen or counterfeited and for
 
which loss the ASSURED is legally liable.
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2348(12/2008)
 
 
Page 1
 

 
39

 
 
 
       
     
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
   
Endorsement/Rider No.
13
 
   
To be attached to and
 
   
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
 
CANCELLATION NOTICE ENDORSEMENT
 
In consideration of the premium charged, it is agreed that:
 
1.
The COMPANY will mark its records to indicate that the Department of Member Firms of the New York
 
Stock Exchange located at 11 Wall Street, New York, NY 10005, is to be notified promptly concerning
 
the cancellation, termination or substantial modification of the attached bond, whether at the request of
 
the ASSURED or the COMPANY, and will use its best efforts to so notify said Department, but failure to
 
so notify said Department shall not impair or delay the effectiveness of any such cancellation,
 
termination or modification.
   
2.
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations,
 
conditions or agreements of the attached bond other than as stated above.
 
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
Q09-123 (1/2009)
 
 
 
Page 1
 

 
40

 
 
 

 
       
     
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
   
Endorsement/Rider No.
14
   
To be attached to and
 
   
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION
   
ENDORSEMENT
 
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1.
The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
2.
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced
 
with the following:
   
 
If this Bond is for a joint ASSURED, no change or modification which would adversely affect the
 
rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been
 
furnished to all insured Investment Companies and the Securities and Exchange Commission,
 
Washington, D.C., by the COMPANY.
   
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
   
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
 
17-02-2437 (12/2006) rev.
 
Page 1

 
41

 
 
       
   
FEDERAL INSURANCE COMPANY
   
Endorsement No:
15
   
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
   
INVESTMENT MANAGEMENT
 
 
   
TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT
It is agreed that this Bond is amended as follows:
 
1.
By adding to Section 13., Termination, the following:
 
 
"Termination By The Company
 
 
Bonds In Effect For More Than Sixty (60) Days
 
 
If this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the COMPANY
 
may terminate by providing written notice of cancellation at least sixty (60) days before the effective date
 
of termination for at least one of the following reasons:
 
 
1.
Nonpayment of premium;
 
 
2.
Discovery of fraud or material misrepresentation in obtaining this Bond or in the presentation of a
   
claim thereunder;
 
 
3.
Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the
   
part of the ASSURED which substantially and materially increases any hazard insured against,
   
and which occurred subsequent to the inception of the current BOND PERIOD;
 
4.
Conviction of the ASSURED of a crime arising out of acts increasing the hazard insured against;
 
5.
Material change in the risk which increases the risk of loss after insurance coverage has been
   
issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the
   
change, or contemplated the risk when the contract was written;
 
 
6.
Determination by the Commissioner that the continuation of the Bond would jeopardize a
   
COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any
   
state;
 
 
7.
Determination by the Commissioner that continuation of the present premium volume of the
   
COMPANY would jeopardize the COMPANY'S policyholders, creditors or the public;
 
8.
Such other reasons that are approved by the Commissioner;
 
 
9.
Determination by the Commissioner that the COMPANY no longer has adequate reinsurance to
   
meet the ASSUREDS needs;
 
 
10.
Substantial breaches of contractual duties, conditions or warranties; or
 
 
11.
Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the
   
inception of the Bond.
 
 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 1
 
   
Bonds In Effect Sixty (60) Days Or Less
If this Bond has been in effect for sixty (60) days or less, and it is not a renewal Bond, the COMPANY
may terminate for any reason by providing written notice of termination at least sixty (60) days before
the effective date of termination.
Notice Of Termination
Notice of termination under this Section shall be mailed or delivered, by certified mail, return receipt
provided by the United States Postal Service, to the ASSURED and to the authorized agent or broker, if
any, at least sixty (60) days prior to the effective date of cancellation at the address shown on the
DECLARATIONS of this Bond.
If this Bond is cancelled for nonpayment of premium, the COMPANY will mail or deliver, by certified
mail, return receipt provided by the United States Postal Service, a written notice at least thirty (30) days
before the effective date of cancellation. The cancellation notice shall contain information regarding the
amount of premium due and the due date, and shall state the effect of nonpayment by the due date.
Cancellation shall not be effective if payment of the amount due is made prior to the effective date of
cancellation.
All notice of cancellation shall state the reason(s) for cancellation.
There is no liability on the part of, and no cause of action of any nature shall arise against, the
COMPANY, its authorized representatives, its employees, or any firm, person or corporation furnishing
to the COMPANY, information relating to the reasons for cancellation or nonrenewal, for any statement
made by them in complying or enabling the COMPANY to comply with this Section, for the provision of
information pertaining thereto, or for statements made or evidence submitted at any hearings conducted
in connection therewith, if such information was provided in good faith and without malice.
Notice Of Nonrenewal
If the COMPANY elects not to renew this Bond, the COMPANY shall mail or deliver written notice, by
certified mail, return receipt, provided by the United States Postal Service, to the ASSURED, at his last
known address, at least sixty (60) days before the expiration date or before the anniversary date, if this
Bond has been written for a term of more than one (1) year. Such notice shall also be mailed to the
ASSURED'S agent or broker, if any.
Such notice shall contain all of the following:
a.
Bond Number:
b.
Date of Notice;
c.
Reason for Cancellation;
d.
Expiration Date of the Bond;
e.
Effective Date and Hour of Cancellation.
Notice of nonrenewal shall not be required if the COMPANY or a COMPANY within the same insurance
group has offered to issue a renewal Bond, the ASSURED has obtained replacement coverage or has
agreed in writing to obtain replacement coverage, the ASSURED has requested or agreed to
nonrenewal, or the Bond is expressly designated as nonrenewable.
 
 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 2
 
 
42

 

 
   
 
Return Premium Calculations
 
 
Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED
 
on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall be
 
refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the
 
effective date of cancellation, whichever is later.
 
 
Conditional Renewal
 
If the COMPANY offers or purports to renew the Bond, but on less favorable terms or at higher rates,
 
the new terms or higher premiums may take effect on the renewal date, if the COMPANY mails or
 
delivers by certified mail, return receipt provided by the United States Postal Service, to the ASSURED,
 
notice of the new terms or premiums at least sixty (60) days prior to the renewal date. If the COMPANY
 
notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or premiums do
 
not take effect until sixty (60) days after the notice is mailed or delivered, in which case, the ASSURED
 
may elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY does not notify
 
the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond at the expiring
 
terms and premiums until notice is given or until the effective date of replacement coverage is obtained
 
by the ASSURED, whichever occurs first.”
 
2.
It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence
 
listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this
 
Bond.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 3
 

 
43

 

 
       
   
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
 
   
Endorsement/Rider No.
16
 
   
To be attached to and
 
   
form a part of Policy No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
 
AMEND TERMINATION SECTION ENDORSEMENT
 
 
In consideration of the premium charged, it is agreed that Section 13, Termination, of the Conditions and
Limitations of this bond is amended as follows:
   
1.
The first two paragraphs are deleted and replaced with the following:
 
 
The COMPANY may terminate this bond as an entirety by furnishing written notice specifying the
 
termination date which cannot be prior to ninety (90) days after the receipt of such written notice
 
by Legal Department of fund and/or sponsor and/or the Risk Management Department of each
 
Investment Company named as ASSURED and the Securities and Exchange Commission,
 
Washington, D.C. The ASSURED may terminate this bond as an entirety by furnishing written
 
notice to the COMPANY. When the ASSURED cancels, the ASSURED shall furnish written
 
notice to the Securities and Exchange Commission, Washington, D.C. prior to ninety (90) days
 
before the effective date of the termination. The COMPANY shall notify all other Investment
 
Companies named as ASSURED of the receipt of such termination notice and the termination
 
cannot be effective prior to ninety (90) days after receipt of written notice by all other Investment
 
Companies. Premiums are earned until the termination date as set forth herein.
2.
The last paragraph is deleted and replaced with the following:
 
 
 
The COMPANY may terminate coverage as respects any Employee ninety (90) days after
 
written notice is received by each ASSURED Investment Company and the Securities and
 
Exchange Commission, Washington, D.C. of its desire to terminate this Bond as to such
 
Employee.
   
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
   
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
 
 
Q09-393 (2/2009) Page 1
 
 
 
44

 
 

 
     
 
FEDERAL INSURANCE COMPANY
 
Endorsement No.:
17
 
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
INVESTMENT MANAGEMENT
 
 
AUTOMATIC ACQUISITION DOLLAR THRESHOLD ENDORSEMENT
It is agreed that this Bond is amended by deleting in its entirety General Agreement C., Additional Offices or
Employees-Consolidation, Merger or Purchase or Acquisition of Assets or Liabilities-Notice To Company, and
substituting the following:
 
C. Additional Offices or Employees-Consolidation, Merger or Purchase or Acquisition Of Assets or
Liabilities-Notice To Company
 
If the ASSURED, other than an Investment Company, while this Bond is in force, merges or
consolidates with, or purchases or acquires assets or liabilities of another institution, the ASSURED
shall not have the coverage afforded under this Bond for loss which has:
 
(1)
occurred or will occur on premises,
 
(2)
been caused or will be caused by an employee, or
 
(3)
arisen or will arise out of the assets or liabilities,
 
of such institution, unless the ASSURED:
 
a.
gives the COMPANY written notice of the proposed consolidation, merger or purchase or
 
acquisition of assets or liabilities prior to the proposed effective date of such action, and
b.
obtains the written consent of the COMPANY to extend some or all of the coverage provided
 
by this Bond to such additional exposure, and
 
c.
on obtaining such consent, pays to the COMPANY an additional premium.
Notwithstanding anything stated above to the contrary, the COMPANY hereby agrees to provide
coverage which shall be effective on the date of acquisition under this Bond for those acquired
institutions in which the ASSURED owns greater than fifty percent (50%) of the voting stock or
voting rights either directly or through one or more of its subsidiaries for the remainder of the BOND
PERIOD, with no additional premium, provided the acquired institution meets all of the following
conditions:
 
i.
the assets shall not exceed 1,000,000,000,
 
ii.
there shall be neither any paid nor pending Bond claim for the three (3) year period prior to
 
the date of acquisition, and
 
iii.
the ASSURED is not aware of any disciplinary action or proceeding by State or Federal
 
officials involving the acquired institution as of the date of acquisition.
 
   
ICAP Bond
 
Form 17-02-6246 (Ed. 3-04)
Page 1
 

 
45

 
 
 

 
 
The COMPANY further agrees that as respects any acquisition that involves a State or Federal
regulatory assisted acquisition or assumption of assets and/or liabilities, coverage shall be provided
under this Bond for the remainder of the BOND PERIOD as long as conditions i. and ii. above are
met. As respects such acquisition or assumption of assets and/or liabilities, coverage applies only
to a Single Loss fully sustained by the ASSURED on or after the date of such acquisition or
assumption. All of the circumstances, conditions or acts causing or contributing to a Single Loss
must occur on or after the date of such acquisition or assumption for coverage to apply regardless
of the time such loss is discovered by the ASSURED.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
 
   
ICAP Bond
 
Form 17-02-6246 (Ed. 3-04)
Page 2
 
 
 
46

 

 
       
     
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
   
Endorsement/Rider No.
18
   
To be attached to and
 
   
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
AUTOMATIC INCREASE IN LIMITS ENDORSEMENT
In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional
Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To
Company, is amended by adding the following subsection:
 
Automatic Increase in Limits for Investment Companies
 
If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940
(“the Act”), due to:
   
(i)
the creation of a new Investment Company, other than by consolidation or merger with, or purchase or
 
acquisition of assets or liabilities of, another institution; or
 
(ii)
an increase in asset size of current Investment Companies covered under this Bond,
then the minimum required increase in limits shall take place automatically without payment of additional
premium for the remainder of the BOND PERIOD.
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
14-02-14098 (04/2008)
 
 
 
Page 1
 

 
47

 
 
 

 
     
 
FEDERAL INSURANCE COMPANY
 
 
Rider No.:
19
 
 
Bond Number:
81391896
 
Name of Insured: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
INVESTMENT MANAGEMENT
 
 
  __________________________________________________________________________________________________________
 
It is agreed that:
 
 
1.
“Employee” as used in the attached bond shall include any natural person who is a director or
 
trustee of the Insured while such director or trustee is engaged in handling funds or other
 
property of any Employee Welfare or Pension Benefit Plan owned, controlled or operated by the
 
Insured or any natural person who is a trustee, manager, officer or employee of any such Plan.
 
2.
If the bond, in accordance with the agreements, limitations and conditions thereof, covers loss
 
sustained by two or more Employee Welfare or Pension Benefit Plans or sustained by any such
 
Plan in addition to loss sustained by an Insured other than such Plan, it is the obligation of the
 
Insured or the Plan Administrator(s) of such Plans under Regulations published by the Secretary
 
of Labor implementing Section 13 of the Welfare and Pension Plans Disclosure Act of 1958 to
 
obtain under one or more bonds issued by one or more Insurers an amount of coverage for each
 
such Plan at least equal to that which would be required if such Plans were bonded separately.
 
3.
In compliance with the foregoing, payment by the Company in accordance with the agreements,
 
limitations and conditions of the bond shall be held by the Insured, or, if more than one, by the
 
Insured first named, for the use and benefit of any Employee Welfare or Pension Benefit Plan
 
sustaining loss so covered and to the extent that such payment is in excess of the amount of
 
coverage required by such Regulations to be carried by said Plan sustaining such loss, such
 
excess shall be held for the use and benefit of any other such Plan also covered in the event that
 
such other Plan discovers that it has sustained loss covered thereunder.
 
4.
If money or other property of two or more Employee Welfare or Pension Benefit Plans covered
 
under the bond is commingled, recovery for loss of such money or other property through
 
fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata basis in
 
accordance with the amount for which each such Plan is required to carry bonding coverage in
 
accordance with the applicable provisions of said Regulations.
 
 
5.
The Deductible Amount of this bond applicable to loss sustained by a Plan through acts
 
committed by an Employee of the Plan shall be waived, but only up to an amount equal to the
 
amount of coverage required to be carried by the Plan because of compliance with the provisions
 
of the Employee Retirement Income Security Act of 1974.
 
 
ERISA RIDER
 
 
TO COMPLY WITH BONDING REGULATIONS MADE APPLICABLE TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.
 
 
NOTE: This rider should not be used for any insured exempted from the bonding provisions of the Act.
 
 
REVISED TO JUNE, 1990.
 
SR 6145b
 

 
Page 1
 
 
48

 

 
   
6.
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
 
provisions, agreements or limitations of the bond, other than as stated herein.
7.
This rider is effective as of 12:01 a.m. on November 1, 2010.
 
 
Accepted:
 
Date: November 22, 2010
 
 
 
ERISA RIDER
 
 
TO COMPLY WITH BONDING REGULATIONS MADE APPLICABLE TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.
 
 
NOTE: This rider should not be used for any insured exempted from the bonding provisions of the Act.
 
 
REVISED TO JUNE, 1990.
 
SR 6145b
 

 
Page 2
 
 
49

 
 
       
   
FEDERAL INSURANCE COMPANY
   
Endorsement No.:
20
   
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
   
INVESTMENT MANAGEMENT
 
 
   
AMEND DISCOVERY ENDORSEMENT
 
It is agreed that this Bond is amended by deleting Section 6., Discovery, in its entirety and substituting the
following:
   
6.
Discovery
 
 
This Bond applies only to loss first discovered by the Risk Management Department or Department
 
of General Counsel of the ASSURED during the BOND PERIOD. Discovery occurs at the earlier of
 
the Risk Management Department or Department of General Counsel of the ASSURED being
 
aware of:
 
 
a.
facts which may subsequently result in a loss of a type covered by this Bond, or
 
b.
an actual or potential claim in which it is alleged that the ASSURED is liable to a third party,
 
regardless of when the act or acts causing or contributing to such loss occurred, even though the
 
amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount or
 
details of loss may not then be known.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2010.
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: November 22, 2010
 
 
 
 
ICAP Bond
 
 
Form 17-02-6260 (Ed. 6-04)
 
 
 
50

 

 
 

 
       
     
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2010
FEDERAL INSURANCE COMPANY
   
Endorsement/Rider No.
21
   
To be attached to and
 
   
form a part of Policy No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
   
 
 
AMEND NAME OF ASSURED (NEW FUNDS) ENDORSEMENT
In consideration of the premium charged, is agreed that:
 
1.
The NAME OF ASSURED, as set forth on the DECLARATIONS of this Bond, shall include any newly
 
created, merged, consolidated or terminated registered investment company sponsored by an ASSURED
 
or any newly created portfolio of an ASSURED. Provided, however, that this provision shall not apply to a
 
registered investment company that is created as a result of a merger, consolidation or acquisition with
 
any other registered investment company.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
   
 
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
 
Q09-1831 (11/2009)
 

 
Page 1
 
 
51

 
 
     
 
FEDERAL INSURANCE COMPANY
 
 
Endorsement No.:
22
 
 
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
 
INVESTMENT MANAGEMENT
 
 
 
CO-SURETY ENDORSEMENT
 
 
In consideration of the premium charged, it is agreed that with respect to this endorsement:
(1)
The following terms shall have the following meanings:
 
 
 
Controlling Company means Federal Insurance Company
 
 
 
Company means, unless otherwise specified, each insurance company, including the Controlling
 
Company, executing this endorsement.
 
 
 
Companies means, unless otherwise specified, all of the insurance companies, including the
 
Controlling Company, executing this endorsement.
 
(2)
The following is added to Subsection 5, Limit of Liability/Non-Reduction and Non-Accumulation of
 
Liability, of the Conditions and Limitations section:
 
 
 
Each Company shall be liable only for such portion of each loss as underwritten by such
 
Company, as specified in this Endorsement, but in no event shall any Company be liable for an
 
amount greater than that underwritten by it.
 
(3)
The following is added to Subsection 7, Notice to Company – Proof - Legal Proceedings Against the
 
Company, of the Conditions and Limitations section:
 
 
 
In the absence of a request from any Company to pay premiums directly to it, premiums for this
 
Bond may be paid to the Controlling Company for the account of all Companies. In the absence
 
of a request from any Company that notice of loss and proof of loss be given to or filed directly with
 
it, the ASSURED giving such notice to and the filing of such proof with the Controlling Company
 
shall be deemed to be in compliance with the conditions of this Bond for the giving of notice of loss
 
and the filing of proof of loss, if given and filed in accordance with said conditions.
(4)
The following is added to Subsection 13, Termination, of the Conditions and Limitations section:
 
 
The Controlling Company may give notice in accordance with the terms of this Bond terminating
 
the Bond as an entirety or as to any Employee or ASSURED, and any notice so given shall
 
terminate the liability of all Companies as an entirety or as to such Employee or ASSURED, as the
 
case may be.
 
 
 
Any Company other than the Controlling Company may give notice in accordance with the terms
 
of this Bond, terminating the entire liability of such other Company under this Bond or as to any
 
person or entity.
 
 
 
In the absence of a request from any Company that notice of termination by the ASSURED of this
 
Bond in its entirety may be given to or filed directly with it, the giving of such notice in accordance
 
with the terms of this Bond to the Controlling Company shall terminate the liability of all
 
Companies as an entirety. The ASSURED may terminate the entire liability of any Company,
 
under this Bond by giving notice of such termination to that Company and by sending a copy of
 
such notice to the Controlling Company.
 
 
 
In the event of the termination of this Bond as an entirety, no Company shall be liable to the
 
ASSURED for a greater proportion of any return premium due the ASSURED than the percentage
 
underwritten by that Company.
 

 
 
Q08-2344 (12/2008)
 

 
Page 1
 
 
52

 

 
     
 
In the event of the termination of this Bond as to any Company, such Company alone shall be
 
liable to the ASSURED for any return premium due the ASSURED on account of such termination.
 
The termination of the attached Bond as to any Company other than the Controlling Company
 
shall not terminate or otherwise affect the liability of the other Companies under this Bond.
 
(5)
It is agreed that the execution by the Controlling Company of the Declarations and all
 
endorsements shall constitute execution by all Companies signing this endorsement.
(6)
The following section is added:
 
 
Claims Control
 
 
 
The Controlling Company shall investigate, adjust and settle all claims arising under
 
this Bond on behalf of all Companies. However, the Controlling Company shall not
 
settle any claim which is considered binding on behalf of each Company individually for
 
its proportion of any loss, without the prior written consent of each Company, which
 
consent shall not be unreasonably withheld. The Companies shall be entitled to any
 
and all particulars of any such claim and the Controlling Company shall provide each
 
Company with prompt notice of any significant changes in the status or development of
 
any claim, including reserve changes and settlement negotiations.
 
 
In no event shall the Controlling Company be liable for more than its proportionate
 
share of loss as stated in this endorsement. The Companies shall be liable for their
 
proportionate share of allocated loss expense incurred by the Controlling Company
 
associated with any claim made under the Bond.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Underwritten for a SINGLE LOSS
FEDERAL INSURANCE COMPANY
LIMIT OF LIABILITY of $25,000,000
Controlling Company
   
CHUBB & SON
   
A division of Federal Insurance Company
   
Manager
 
Date: November 22, 2010
 
 
 
   
Underwritten for a SINGLE LOSS
ICI Mutual Insurance Company
LIMIT OF LIABILITY of $20,000,000
 
 
 
Q08-2344 (12/2008)
 

 
Page 2
 

 
53

 
 
 

 
 
POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)
You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), effective
December 26, 2007, this policy makes available to you insurance for losses arising out of
certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the
Treasury, in concurrence with the Secretary of State and the Attorney General of the
United States, to be an act of terrorism; to be a violent act or an act that is dangerous to
human life, property or infrastructure; to have resulted in damage within the United
States, or outside the United States in the case of an air carrier or vessel or the premises
of a United States Mission; and to have been committed by an individual or individuals as
part of an effort to coerce the civilian population of the United States or to influence the
policy or affect the conduct of the United States Government by coercion.
 
You should know that the insurance provided by your policy for losses caused by acts of
terrorism is partially reimbursed by the United States under the formula set forth in the
Act. Under this formula, the United States pays 85% of covered terrorism losses that
exceed the statutorily established deductible to be paid by the insurance company
providing the coverage.
 
However, if aggregate insured losses attributable to terrorist acts certified under the Act
exceed $100 billion in a Program Year (January 1 through December 31), the Treasury
shall not make any payment for any portion of the amount of such losses that exceeds
$100 billion.
 
10-02-1281 (Ed. 1/2003)
 
 
 
54

 

 
 
If aggregate insured losses attributable to terrorist acts certified under the Act exceed
$100 billion in a Program Year (January 1 through December 31) and we have met our
insurer deductible under the Act, we shall not be liable for the payment of any portion of
the amount of such losses that exceeds $100 billion, and in such case insured losses up
to that amount are subject to pro rata allocation in accordance with procedures
established by the Secretary of the Treasury.
 
The portion of your policy’s annual premium that is attributable to insurance for such acts
of terrorism is: $ -0-.
 
If you have any questions about this notice, please contact your agent or broker.
 
10-02-1281 (Ed. 1/2003)
 
 

 
55

 
 
 
 
IMPORTANT NOTICE TO POLICYHOLDERS
 
 
 
All of the members of the Chubb Group of Insurance companies doing business in the United
States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents
(“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on
US insurance transactions is available under the Producer Compensation link located at the bottom of the
page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from
your producer.
 
Thank you for choosing Chubb.
 
10-02-1295 (ed. 6/2007)
 
 
 
Important Notice:
 
 
 
The SEC Requires Proof of Your Fidelity Insurance Policy
 
Your company is now required to file an electronic copy of your fidelity insurance coverage
(Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to
rules adopted by the SEC on June 12, 2006.
 
Chubb is in the process of providing your agent/broker with an electronic copy of your insurance
policy as well as instructions on how to submit this proof of fidelity insurance coverage to the
SEC. You can expect to receive this information from your agent/broker shortly.
 
The electronic copy of your policy is provided by Chubb solely as a convenience and does not
affect the terms and conditions of coverage as set forth in the paper policy you receive by mail.
The terms and conditions of the policy mailed to you, which are the same as those set forth in
the electronic copy, constitute the entire agreement between your company and Chubb.
 
If you have any questions, please contact your agent or broker.
 
Form 14-02-12160 (ed. 7/2006)
 
 
 
56

 

 
     
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
500 BOYLSTON STREET
BOSTON, MA
02116
 
 
Re: Financial Strength
Insuring Company: FEDERAL INSURANCE COMPANY
 
Dear
MASSACHUSETTS FINANCIAL SERVICES COMPANY DBA MFS
 
Chubb continues to deliver strong financial performance. Our financial strength, as reflected in our published reports
and our ratings, should give you peace of mind that Chubb will be there for you when you need us most.
ƒ
Chubb’s financial results during 2010 stand out in the industry.
ƒ
Chubb’s balance sheet is backed with investments that we believe emphasize quality, safety, and liquidity,
 
with total invested assets of $43 billion as of September 30, 2010.
ƒ
With 128 years in the business, Chubb is here for the long term, which is why we vigorously guard our
 
financial strength and take what we believe is a prudent approach to assuming risk—on both the asset and
 
liability sides of our balance sheet.
ƒ
Chubb is one of the most highly rated property and casualty companies in the industry, which is a reflection
 
of our overall quality, strong financial condition, and strong capital position.
 
o
Chubb’s financial strength rating is “A++” from A.M. Best Company, “AA” from Fitch, “Aa2” from
   
Moody’s, and “AA” from Standard & Poor’s – the leading independent evaluators of the insurance
   
industry.
 
o
A.M. Best, Fitch, and Moody’s recently affirmed all of Chubb’s ratings with a “stable” outlook. (For
   
reference, A.M. Best reaffirmed us on 3/17/10, Fitch on 2/13/09, and Moody’s on 2/4/09.)
 
o
Forbes named Chubb one of the “100 Most Trustworthy Companies” in 2010, based on Chubb’s
   
“transparent and conservative accounting practices and prudent management.”
 
o
For more than 50 years, Chubb has remained part of an elite group of insurers that have
   
maintained A.M. Best’s highest ratings.
ƒ
Fitch ranked Chubb #1 for five- and 10-year financial performance in a 6/10/10 report.
ƒ
On the 2010 Fortune 500 list, Chubb ranks #176 in revenue, #85 in assets, #80 in 1999-2009 annual growth
 
rate, #64 in profits, and #39 in profit as a percentage of revenue.
ƒ
Chubb was named to Standard & Poor’s list of S&P 500 Dividend Aristocrats, one of 52 companies in the
 
S&P 500 index that have increased dividends every year for at least 25 consecutive years.
ƒ
Chubb’s investment portfolio has held up extremely well. Chubb takes what we believe is a conservative
 
approach to selecting and managing our assets. Furthermore, Chubb does not have any direct exposure to
 
the subprime mortgage-backed securities market, and we stopped doing new credit derivative business in
 
2003 and put existing business in runoff.
Rarely has Chubb’s business philosophy—to underwrite conservatively and invest judiciously—been more important
than it is today.
By adhering to this philosophy, we have the capacity and flexibility to respond to opportunities,
especially when you engage us in fully understanding your business risks.
We want you to know that Chubb is well-positioned to continue serving your needs with our underwriting expertise;
broad underwriting appetite across all property, casualty, and specialty lines; and claim services. If you have any
questions, feel free to call your agent or broker or your local Chubb underwriter. As always, we appreciate the trust
you place in us as your insurance partner.
 
99-10-0100 (11/2010)