0001411686-07-000036 Sample Contracts

MGF TENDER AND STANDSTILL AGREEMENT
Tender and Standstill Agreement • October 5th, 2007 • Bulldog Investors General Partnership • New York

This Agreement (“Agreement”) is made and entered into effective as of the 4th day of October 2007 by and between Massachusetts Financial Services Company (“MFS”), a Delaware corporation, having its principal place of business at 500 Boylston Street, Boston, MA 02116, and Bulldog Investors General Partnership, a New York general partnership, having a place of business at Park 80 West, Plaza Two, Suite 750, Saddle Brook, NJ 07663, and its officers, directors, partners, employees, and “affiliated persons” (as that term is defined in the Investment Company Act of 1940) (collectively “Bulldog”).

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