EXHIBIT NO. 99.9(b)
EXCHANGE PRIVILEGE AGREEMENT
AGREEMENT, dated as of September 1, 1993 and as amended and restated as
of September 1, 1995, by and among each of the trusts (on behalf of each Series
thereof from time to time) listed below (collectively, the "Funds") and MFS Fund
Distributors, Inc. ("MFD").
WITNESSETH THAT:
WHEREAS, pursuant to the terms of a distribution agreement by and
between each Trust and MFD, MFD has the exclusive right to arrange for the sale
of shares of each class of each Fund at the net asset value used in determining
the public offering price on which orders for shares were based, but subject to
the exceptions therein set forth or referred to;
WHEREAS, the Funds have differing investment objectives as set out in
their offering prospectuses and consider it appropriate to make available to
existing and future shareholders of the Funds the opportunity to implement
changes in their investment objective through the acquisition, without sales
charge or reinitiating the time period used in calculating the amount of
contingent deferred sales charge assessable upon redemption, of the shares of a
class of any one or more of the Funds by use of the proceeds of redemption of
shares of the same class of any other Fund (herein referred to in various
grammatical forms of the word "exchange"), subject to reasonable conditions
designed to limit expense and administrative inconvenience or imposed in the
best interest of the other shareholders of any of the Funds;
WHEREAS, while MFS Money Market Fund, MFS Government Money Market Fund
and MFS Cash Reserve Fund (the "Money Market Funds") offer their respective
shares (Class A shares only in the case of MFS Cash Reserve Fund), to the public
without a sales charge, each recognizes the utility of permitting its shares
acquired through an exchange from Class A shares of another Fund to be
reexchanged for Class A shares of any other Fund, subject to the restrictions
hereinafter set forth;
WHEREAS, while certain Funds offer their respective Class A shares at a
sales charge less than that of the other Funds, each recognizes the utility of
permitting its Class A shares acquired through an exchange from Class A shares
of another Fund (except the Money Market Funds) or otherwise to be reexchanged
for Class A shares of any other Fund, subject to the restrictions hereinafter
set forth; and
WHEREAS, MFD currently acts as the distributor of each of the Funds;
NOW, THEREFORE, the parties hereto agree as follows:
1(a). During the term of this Agreement, shares of each class of a Fund
may, subject to the restrictions hereinafter set forth, be offered by MFD as
agent at net asset value to shareholders of the same class (e.g., Class A for
Class A, Class B for Class B, etc.) of each of the other Funds, who wish to
apply the proceeds of redemption of shares of the same class of any such Fund,
provided that either the net asset value of the shares to be redeemed in the
exchange is at least $1,000 ($50 in the case of accounts of retirement plan
participants whose sponsoring organizations subscribe to the MFS Fundamental
401(k) Plan or another similar 401(k) recordkeeping system made available by MFS
Service Center, Inc.) or such other amount or amounts as from time to time
described in the current Prospectuses of the Funds or all the shares owned by
the shareholder in a particular class are to be redeemed. MFD may specify the
manner in which such shareholders may accept its offer to arrange for the sale
of such shares at net asset value (each such acceptance is hereinafter referred
to as an "Exchange Request").
1(b). For the purpose of calculating any applicable contingent deferred
sales charge upon redemption of shares acquired in an exchange, the purchase of
shares acquired in one or more exchanges will be deemed to have occurred at the
time of the original purchase of the exchanged shares (prior to their exchange).
1(c). Shares of the Money Market Funds (Class A shares only in the case
of MFS Cash Reserve Fund) may be exchanged for Class A shares of any other Fund
in accordance with paragraph 1(a) hereof, but only if they have been acquired by
an exchange effected in accordance with paragraph 1(a) hereof from Class A
shares of another Fund (except the Money Market Funds) or in the form of
dividends on Money Market Fund shares (Class A shares only in the case of MFS
Cash Reserve Fund) reinvested on and after June 1, 1992. Shares of the Money
Market Funds (Class A shares only in the case of MFS Cash Reserve Fund) acquired
through direct purchase or in the form of dividends on such shares reinvested
prior to June 1, 1992 may not be exchanged for shares of another Fund.
2. MFD shall process all exchanges in the usual manner as though they
were unrelated purchases and sales. MFD may charge the shareholder a reasonable
amount for its services in effecting the exchange. MFD shall report daily to the
Funds concerning all exchanges made pursuant to this Agreement. MFD will not
seek reimbursement from the Funds for any expenses incurred by it in connection
with any such purchases.
3. Each of the Funds may, by written notice to each of the other Funds
and MFD, terminate its exchange offer provided by this Agreement and require MFD
and the other Funds to terminate the exchange offer in respect of the shares of
the Fund so giving notice. MFD may by written notice to any Fund terminate its
services in effecting such exchanges on behalf of such Fund. The exchange offers
with respect to shares of a Fund made by MFD to the shareholders of the other
Funds pursuant to this Agreement shall in any event be terminated effective upon
the termination of the services of MFD as distributor of the shares of such
Fund.
4. Nothing in this Agreement shall modify or reduce the obligations of
a Fund or MFD contained in the distribution agreement, if any, between MFD and
such Fund as the same may from time to time be modified or amended.
5. To the extent that a Fund's current Prospectus contains provisions
that are inconsistent with the terms of this Agreement, the terms of the
Prospectus shall be controlling.
6. This Agreement hereby supersedes all prior or contemporaneous
agreements between the parties hereto relating to the subject matter hereof.
7. The terms of this Agreement shall become effective as of the date
first above written.
8. A copy of the Declaration of Trust of each Fund is on file with the
Secretary of State of The Commonwealth of Massachusetts. MFD acknowledges that
the obligations of or arising out of this instrument are not binding upon any of
the Funds' trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Fund. If this
instrument is executed by a Fund on behalf of one or more series of the Fund,
MFD further acknowledges that the assets and liabilities of each series of the
Fund are separate and distinct and that the obligations of or arising out of
this instrument are binding solely upon the assets or property of the series on
whose behalf the Fund has executed this instrument. If a Fund has executed this
instrument on behalf of more than one series of the Fund, MFD also agrees that
the obligations of each series hereunder shall be several and not joint, in
accordance with its proportionate interest hereunder, and MFD agrees not to
proceed against any series for the obligations of another series.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written and caused their seals to be affixed by their
representatives thereunto duly authorized.
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 MUNICIPAL SERIES TRUST
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GOVERNMENT LIMITED MATURITY FUND
MASSACHUSETTS INVESTORS TRUST
By: A. XXXXX XXXXXXX
A. Xxxxx Xxxxxxx
Chairman
MFS FUND DISTRIBUTORS, INC.
By: XXXXXXX X. XXXXX, XX.
Xxxxxxx X. Xxxxx, Xx.,
President
