EXHIBIT NO. 99.9(b)
EXCHANGE PRIVILEGE AGREEMENT
AGREEMENT, dated as of the day of , 1995, by and between MFS
Institutional Trust (the "Trust"), on behalf of its various series from time to
time listed on Exhibit A attached hereto (each a "Fund"; collectively, the
"Funds"), and MFS Fund Distributors, Inc. ("MFD").
WITNESSETH THAT:
WHEREAS, the Funds are each a series of MFS Institutional Trust (the
"Trust"); and
WHEREAS, pursuant to the terms of a Distribution Agreement by and
between the Trust and MFD, MFD has the exclusive right to purchase from the
Trust shares of each Fund at the net asset value on which orders for shares were
based, but subject to the exceptions therein set forth or referred to; and
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, of the shares of any one or more of the Funds by use of the proceeds of
redemption of shares 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; 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 Fund may,
subject to the restrictions hereinafter set forth, be offered by MFD as
distributor at net asset value to shareholders of each of the Funds, subject to
the restrictions hereinafter set forth, who wish to apply the proceeds of
redemption of shares of any such Fund, provided that either the net asset value
of the shares to be redeemed in the exchange is at least $3,000,000 or all the
shares owned by the shareholder are to be redeemed. MFD may specify the manner
in which such shareholders may accept its offer to sell such shares at net asset
value (each such acceptance is hereinafter referred to as an "Exchange
Request").
(b) Massachusetts Financial Services Company ("MFS"), MFD's
parent, serves as investment adviser.
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 Fund 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 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 or
contained in applicable rules and regulations.
5. To the extent that a Fund's current Prospectus contains provisions
that are inconsistent with the terms of this Agreement, the terms of such
Prospectus shall be controlling.
6. The terms of this Agreement shall become effective as of the
date first above written.
7. A copy of the Trust's Declaration of Trust 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 Trust's trustees, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and property
of the Trust. If this Agreement is executed by the Trust on behalf of one or
more series of the Trust, each party hereto further acknowledges that the assets
and liabilities or each series of the Trust are separate and distinct and that
the obligations of or arising out of this Agreement are binding solely upon the
assets or property of the series on whose behalf the Trust has executed this
Agreement.
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 INSTITUTIONAL TRUST
By: A. XXXXX XXXXXXX
--------------------------
A. Xxxxx Xxxxxxx
Chairman
MFS FUND DISTRIBUTORS, INC.
By: XXXXXXX X. XXXXX, XX.
--------------------------
Xxxxxxx X. Xxxxx, Xx.
President
EXHIBIT A
MFS Emerging Equities Fund
MFS Worldwide Fixed Income Fund
MFS Emerging Markets Income Fund
