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EXHIBIT NO. 99.9(c)
EXCHANGE PRIVILEGE AGREEMENT
AGREEMENT, dated as of July 30, 1997, by and among each of the trusts (on
behalf of each of their series 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 Fund 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, subject to the exceptions
therein set forth or referred to; and
WHEREAS, the Funds have differing investment objectives as set out in
their prospectuses and consider it appropriate to make available to existing and
future shareholders of the Funds the opportunity to implement changes to their
investments 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 any one or more of the Funds by use
of the proceeds of redemption of shares of any other Fund (if available for sale
and if the purchaser is eligible to purchase such shares) (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;
NOW, THEREFORE, the parties hereto agree as follows:
1. During the term of this Agreement, shares of each Fund may, subject to
the policies and restrictions set forth in the Funds' then current prospectuses,
be exchanged for shares of any one or more other Funds at net asset value;
provided that the shares being acquired are then available for sale and the
purchaser is then eligible to purchase such shares. Front-end sales loads,
deferred sales loads, administrative fees, redemption fees and Rule 12b-1 fees
(as such terms are defined or used in Rule 11a-3 under the Investment Company
Act of 1940 (the "1940 Act")), shall be imposed, suspended or tolled,
reinstated, and continued, as applicable, with respect to such exchanges in
accordance with Rule 11a-3 under the 1940 Act and the policies described in the
Funds' then current prospectuses.
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2. MFD shall serve as the agent of the Funds in effecting share exchanges.
In accordance with the provisions of Section 1 above, 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 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
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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 IX
MFS SERIES TRUST II MFS SERIES TRUST X
MFS SERIES TRUST III MFS MUNICIPAL SERIES TRUST
MFS SERIES TRUST IV MFS GROWTH OPPORTUNITIES FUND
MFS SERIES TRUST V MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST VI MASSACHUSETTS INVESTORS GROWTH STOCK
FUND
MFS SERIES TRUST VII MFS GOVERNMENT LIMITED MATURITY FUND
MFS SERIES TRUST VIII MASSACHUSETTS INVESTORS TRUST
MFS UNION STANDARD TRUST
By: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman
MFS FUND DISTRIBUTORS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.,
President
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