EXHIBIT NO. 99.5(b)
MASSACHUSETTS FINANCIAL SERVICES COMPANY
000 XXXXXXXX XXXXXX x XXXXXX x XXXXXXXXXXXXX 00000-0000
617 o 954-5000
As of February 1, 1994
Xx. X. Xxxxxx London
Treasurer
MFS Government Securities Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: MFS Government Securities Fund
Dear Xxx:
This letter will confirm that the Investment Advisory Agreement dated
July 18, 1984 (the "Agreement"), between Massachusetts Financial Services
Company ("MFS") and MFS Government Securities Fund (the "Fund") has been
amended, effective as of February 1, 1994, to establish the Fund's management
fee as the lesser of (i) 0.40% of the Fund's average daily net assets or (ii)
0.25% of the Fund's average daily net assets plus 3.40% of the Fund's gross
income (i.e., income other than from the sale of securities), in each case on an
annualized basis for the Fund's then-current fiscal year.
In connection with this amendment, the voluntary reduction of MFS'
right to the management fee set forth in the Agreement has been revised,
effective as of February 1, 1994, to provide for a management fee of 0.14%.
For purposes of computing the management fee payable to MFS pursuant to
the Agreement, the voluntary reduction of MFS' right to receive such management
fee shall be limited to the amount expressly set forth above, giving full
consideration to all commission recapture, directed brokerage and "soft dollar"
arrangements, as well as any brokerage and research services and other
compensation of any nature whatsoever received by or on behalf of MFS or its
affiliates.
This arrangement may be revised or rescinded by MFS at any time upon
notice to the Fund and without notice to shareholders.
Very truly yours,
XXXXX XXXXX
Xxxxx Xxxxx
