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Exhibit 13(b)
MFS FUNDS
MASTER DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Effective January 1, 1997
Amended and Restated September 20, 2000
This Distribution Plan (the "Plan") has been adopted by each of the
registered investment companies identified from time to time on Exhibit A hereto
(the "Trust" or "Trusts"), severally and not jointly, pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), and sets
forth the material aspects of the financing of the distribution of the classes
of shares representing interests in the same portfolio issued by the Trusts.
WITNESSETH:
WHEREAS, each Trust is engaged in business as an open-end management investment
company and is registered under the 1940 Act, some consisting of multiple
investment portfolios or series, each of which has separate investment
objectives and policies and segregated assets (the "Fund" or "Funds"); and
WHEREAS, each Fund intends to distribute its Shares of Beneficial Interest
(without par value) ("Shares") in accordance with Rule 12b-1 under the 1940 Act,
and desires to adopt this Distribution Plan as a plan of distribution pursuant
to such Rule; and
WHEREAS, each Fund presently offers multiple classes of Shares, some Funds
presently offering only certain classes of Shares to investors;
WHEREAS, each Trust has entered into a distribution agreement (the "Distribution
Agreement") in a form approved by the Board of Trustees of each Trust (the
"Board of Trustees") in the manner specified in Rule 12b-1, with MFS Fund
Distributors, Inc., a Delaware corporation, as distributor (the "Distributor"),
whereby the Distributor provides facilities and personnel and renders services
to each Fund in connection with the offering and distribution of Shares; and
WHEREAS, each Trust recognizes and agrees that the Distributor may retain the
services of firms or individuals to act as dealers (the "Dealers") of the Shares
in connection with the offering of Shares; and
WHEREAS, the Distribution Agreement provides that: (a) a sales charge may be
paid by investors who purchase certain classes of Shares (i.e., Class A shares
and Class J shares) and that the Distributor and Dealers will receive such sales
charge as partial compensation for their services in connection with the sale of
these classes of Shares, and (b) the Distributor may (but is not required to)
impose certain deferred sales charges in connection with the repurchase of
Shares and the Distributor may retain or receive from a fund, as the case may
be, all such deferred sales charges; and
WHEREAS, the Board of Trustees of each Trust, in considering whether each Fund
should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of a Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Fund and its
shareholders; and
NOW THEREFORE, the Board of Trustees of each Trust hereby adopts this Plan for
each Fund as a plan of distribution in accordance with Rule 12b-1, relating to
the classes of Shares each Fund from time to time offers, on the following terms
and conditions:
1. SERVICES PROVIDED AND EXPENSES BORNE BY DISTRIBUTOR.
1.1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the
offering and sale of Shares. Among other things, the Distributor
shall be responsible for any commissions payable to Dealers
(including any ongoing maintenance commissions), all expenses of
printing (excluding typesetting) and distributing prospectuses to
prospective shareholders and providing such other related services
as are reasonably necessary in connection therewith.
1.2. The Distributor shall bear all distribution-related expenses to the
extent specified in the Distribution Agreement in providing the
services described in Section 1.1, including, without limitation,
the compensation of personnel necessary to provide such services and
all costs of travel, office expenses (including rent and overhead),
equipment, printing, delivery and mailing costs.
2. DISTRIBUTION FEES AND SERVICE FEES.
2.1 Distribution and Service Fees Common to Each Class of Shares.
2.1.1. Service Fees. As partial consideration for the personal
services and/or account maintenance services performed by each
Dealer in the performance of its obligations under its dealer
agreement with the Distributor, each Fund shall pay each Dealer a
service fee periodically at a rate not to exceed 0.25% per annum of
the portion of the average daily net assets of the Fund that is
represented by the Class of Shares that are owned by investors for
whom such Dealer is the holder or dealer of record. That portion of
the Fund's average daily net assets on which the fees payable under
this Section 2.1.1. hereof are calculated may be subject to certain
minimum amount requirements as may be determined, and additional or
different dealer qualification standards that may be established,
from time to time, by the Distributor. The Distributor shall be
entitled to be paid any fees payable under this Section 2.1.1.
hereof with respect to Shares for which no Dealer of record exists
or qualification standards have not been met as partial
consideration for personal services and/or account maintenance
services provided by the Distributor to those Shares. The service
fee payable pursuant to this Section 2.1.1. may from time to time be
paid by a Fund to the Distributor and the Distributor will then pay
these fees to Dealers on behalf of the Fund or retain them in
accordance with this paragraph.
2.1.2. Distribution Fees. As partial consideration for the services
performed as specified in the Distribution Agreement and expenses
incurred in the performance of its obligations under the
Distribution Agreement, a Fund shall pay the Distributor a
distribution fee periodically at a rate based on the average daily
net assets of a Fund attributable to the designated Class of Shares.
The amount of the distribution fee paid by the Fund differs with
respect to each Class of Shares, as does the use by the Distributor
of such distribution fees.
2.2. Distribution Fees Relating to Class A Shares
2.2.1. It is understood that the Distributor may impose certain
deferred sales charges in connection with the repurchase of Class A
Shares by a Fund and the Distributor may retain (or receive from the
Fund, as the case may be) all such deferred sales charges. Each Fund
listed on Exhibit B hereto shall pay the Distributor a distribution
fee periodically at a rate of 0.10% per annum of average daily net
assets of the Fund attributable to Class A Shares. Each Fund listed
on Exhibit C hereto shall pay the Distributor a distribution fee
periodically at a rate not to exceed 0.25% per annum of average
daily net assets of the Fund attributable to Class A Shares. Such
payments shall commence following shareholder approval of the Plan
but only upon notification by the Distributor to the Fund of the
commencement of the Plan (the "Commencement Date").
2.2.2. The aggregate amount of fees and expenses paid pursuant to
Sections 2.1. and 2.2. hereof shall not exceed 0.35% per annum and
0.50% per annum of the average daily net assets attributable to
Class A Shares of each Fund listed on Exhibit B hereto and Exhibit
C, hereto, respectively. No fees shall be paid pursuant to Section
2.2.1. hereof or this Section 2.2.2. to any insurance company which
has entered into an agreement with the Trust on behalf of a Fund and
the Distributor that permits such insurance company to purchase
Class A Shares from a Fund at their net asset value in connection
with annuity agreements issued in connection with the insurance
company's separate accounts.
2.3. Distribution Fees Relating to Class B Shares
2.3.1. It is understood that the Distributor may impose certain
deferred sales charges in connection with the repurchase of Class B
Shares by a Fund and the Distributor may retain (or receive from the
Fund, as the case may be) all such deferred sales charges. As
additional consideration for all services performed and expenses
incurred in the performance of its obligations under the
Distribution Agreement relating to Class B Shares, a Fund shall pay
the Distributor a distribution fee periodically at a rate not to
exceed 0.75% per annum of the Fund's average daily net assets
attributable to Class B Shares.
2.3.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sale of Class B Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid by the Distributor to the Dealers in consideration of the
Dealer's services as a dealer of the Class B Shares. Except as
described in Section 2.1., nothing in this Plan shall be construed
as requiring a Fund to make any payment to any Dealer or to have any
obligations to any Dealer in connection with services as a dealer of
Class B Shares. The Distributor shall agree and undertake that any
agreement entered into between the Distributor and any Dealer shall
provide that, except as provided in Section 2.1., such Dealer shall
look solely to the Distributor for compensation for its services
thereunder and that in no event shall such Dealer seek any payment
from the Fund.
2.4. Distribution Fees Relating to Class C Shares
2.4.1. It is understood that the Distributor may (but is not
required to) impose certain deferred sales charges in connection
with the repurchase of Class C Shares by a Fund and the Distributor
may retain (or receive from the Fund, as the case may be) all such
deferred sales charges. As additional consideration for all services
performed and expenses incurred in the performance of its
obligations under the Distribution Agreement relating to Class C
Shares, a Fund shall pay the Distributor a distribution fee
periodically at a rate not to exceed 0.75% per annum of the Fund's
average daily net assets attributable to Class C Shares.
2.4.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sales of Class C Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid to the Dealers in consideration of the Dealer's services as a
dealer of the Class C Shares. Except as described in Section 2.1.,
nothing in this Plan shall be construed as requiring a Fund to make
any payment to any Dealer or to have any obligations to any Dealer
in connection with services as a dealer of Class C Shares. The
Distributor shall agree and undertake that any agreement entered
into between the Distributor and any Dealer shall provide that,
except as provided in Section 2.1., such Dealer shall look solely to
the Distributor for compensation for its services thereunder and
that in no event shall such Dealer seek any payment from the Fund.
2.5. Distribution Fees Relating to Class J Shares
2.5.1. It is understood that the Distributor may (but is not
required to) impose certain deferred sales charges in connection
with the repurchase of Class J Shares by a Fund and the Distributor
may retain (or receive from the Fund, as the case may be) all such
deferred sales charges. As additional consideration for all services
performed and expenses incurred in the performance of its
obligations under the Distribution Agreement relating to Class J
Shares, a Fund shall pay the Distributor a distribution fee
periodically at a rate not to exceed 0.75% (in the case of
Massachusetts Investors Trust and Massachusetts Investors Growth
Stock Fund) per annum of the Fund's average daily net assets
attributable to Class J Shares.
2.5.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sale of Class J Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid by the Distributor to the Dealers in consideration of the
Dealer's services as a dealer of the Class J Shares. Except as
described in Section 2.1., nothing in this Plan shall be construed
as requiring a Fund to make any payment to any Dealer or to have any
obligations to any Dealer in connection with services as a dealer of
Class J Shares. The Distributor shall agree and undertake that any
agreement entered into between the Distributor and any Dealer shall
provide that, except as provided in Section 2.1., such Dealer shall
look solely to the Distributor for compensation for its services
thereunder and that in no event shall such Dealer seek any payment
from the Fund.
3. EXPENSES BORNE BY FUND. Each Fund shall pay all fees and expenses of any
independent auditor, legal counsel, investment adviser, administrator,
transfer agent, custodian, shareholder servicing agent, registrar or
dividend disbursing agent of the Fund; expenses of distributing and
redeeming Shares and servicing shareholder accounts; expenses of
preparing, printing and mailing prospectuses, shareholder reports,
notices, proxy statements and reports to governmental officers and
commissions and to shareholders of a Fund, except that the Distributor
shall be responsible for the distribution-related expenses as provided in
Section 1 hereof.
4. ACTION TAKEN BY THE TRUST. Nothing herein contained shall be deemed to
require a Trust to take any action contrary to its Declaration of Trust or
By-laws or any applicable statutory or regulatory requirement to which it
is subject or by which it is bound, or to relieve or deprive the Board of
Trustees of the responsibility for and control of the conduct of the
affairs of a Fund.
5. EFFECTIVENESS OF PLAN. This Plan shall become effective upon (a) approval
by a vote of at least a "majority of the outstanding voting securities" of
each particular class of Shares (unless previously so approved), and (b)
approval by a vote of the Board of Trustees and a vote of a majority of
the Trustees who are not "interested persons" of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or in
any agreement related to the Plan (the "Qualified Trustees"), such votes
to be cast in person at a meeting called for the purpose of voting on this
Plan.
6. DURATION OF PLAN. This Plan shall continue in effect indefinitely;
provided however, that such continuance is "specifically approved at least
annually" by vote of both a majority of the Trustees of the Trust and a
majority of the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on the continuance of this Plan.
If such annual approval is not obtained, this Plan, with respect to the
classes of Shares with respect to which such approval was not obtained,
shall expire 12 months after the effective date of the last approval.
7. AMENDMENTS OF PLAN. This Plan may be amended at any time by the Board of
Trustees; provided that this Plan may not be amended to increase
materially the amount of permitted expenses hereunder without the approval
of holders of a "majority of the outstanding voting securities" of the
affected Class of Shares and may not be materially amended in any case
without a vote of a majority of both the Trustees and the Qualified
Trustees. This Plan may be terminated at any time by a vote of a majority
of the Qualified Trustees or by a vote of the holders of a "majority of
the outstanding voting securities" of Shares.
8. REVIEW BY BOARD OF TRUSTEES. Each Fund and the Distributor shall provide
the Board of Trustees, and the Board of Trustees shall review, at least
quarterly, a written report of the amounts expended under this Plan and
the purposes for which such expenditures were made.
9. SELECTION AND NOMINATION OF QUALIFIED TRUSTEES. While this Plan is in
effect, the selection and nomination of Qualified Trustees shall be
committed to the discretion of the Trustees who are not "interested
persons" of the Trust.
10. DEFINITIONS; COMPUTATION OF FEES. For the purposes of this Plan, the terms
"interested persons", "majority of the outstanding voting securities" and
"specifically approved at least annually" are used as defined in the 1940
Act or the rules and regulations adopted thereunder. All references herein
to "Fund" shall be deemed to refer to a Trust where such Trust does not
have multiple portfolios or series. In addition, for purposes of
determining the fees payable to the Distributor hereunder, (i) the value
of a Fund's net assets shall be computed in the manner specified in each
Fund's then-current prospectus and statement of additional information for
computation of the net asset value of Shares of the Fund and (ii) the net
asset value per Share of a particular class shall reflect any plan adopted
under Rule 18f-3 under the 1940 Act.
11. RETENTION OF PLAN RECORDS. Each Trust shall preserve copies of this Plan,
and each agreement related hereto and each report referred to in Section
8.1 hereof (collectively, the "Records") for a period of six years from
the end of the fiscal year in which such Record was made and each such
record shall be kept in an easily accessible place for the first two years
of said record-keeping.
12. APPLICABLE LAW. This Plan shall be construed in accordance with the laws
of The Commonwealth of Massachusetts and the applicable provisions of the
1940 Act.
13. SEVERABILITY OF PLAN. If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
the Plan shall not be affected thereby. The provisions of this Plan are
severable with respect to each Class of Shares offered by a Fund and with
respect to each Fund.
14. SCOPE OF TRUST'S OBLIGATION. A copy of the Declaration of Trust of each
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. It is acknowledged that the obligations of or arising out
of this Plan 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 in accordance with its
proportionate interest hereunder. If this Plan is adopted by the Trust on
behalf of one or more series of the Trust, it is further acknowledged that
the assets and liabilities of each series of the Trust are separate and
distinct and that the obligations of or arising out of this Plan are
binding solely upon the assets or property of the series on whose behalf
the Trust has adopted this Plan. If the Trust has adopted this Plan on
behalf of more than one series of the Trust, it is also acknowledged that
the obligations of each series hereunder shall be several and not joint,
in accordance with its proportionate interest hereunder, and no series
shall be responsible for the obligations of another series.
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EXHIBIT A
FUNDS AND SHARE CLASSES COVERED BY RULE 12B-1 PLAN
AS OF: DECEMBER 20 2000
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CLASSES OF
SHARES COVERED
BY RULE 12B-1
PLAN ADOPTION OF
FUND RULE 12B-1 PLAN
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MFS High Income Fund A,B,C January 1, 1997
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MFS High Yield Opportunities Fund A,B,C July 1, 1998
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MFS Municipal High Income Fund B,C September 16, 1998
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MFS Municipal Bond Fund B January 1, 1997
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MFS Mid Cap Growth Fund A,B,C January 1, 1997
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MFS Total Return Fund A,B,C January 1, 1997
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MFS Research Fund A,B,C January 1, 1997
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MFS Global Governments Fund A,B,C January 1, 1997
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MFS Capital Opportunities Fund A,B,C January 1, 1997
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MFS Bond Fund A,B,C January 1, 1997
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MFS Limited Maturity Fund A,B,C January 1, 1997
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MFS Municipal Limited Maturity Fund A,B,C January 1, 1997
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MFS Intermediate Investment Grade Bond Fund A,B,C January 4, 1999
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MFS Research Bond Fund A,B,C January 4, 1999
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MFS Emerging Opportunities Fund A,B,C May 3, 1999
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MFS Large Cap Value Fund A,B,C May 3, 1999
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MFS High Quality Bond Fund A,B,C May 3, 1999
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MFS Government Mortgage Fund A,B January 1, 1997
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MFS Emerging Markets Equity Fund A,B,C January 1, 1997
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MFS International Growth Fund A,B,C January 1, 1997
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MFS International Growth and Income Fund A,B,C January 1, 1997
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MFS Income Fund A,B,C August 1, 1999
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MFS High Yield Fund A,B,C August 1, 1999
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MFS Concentrated Growth Fund A,B,C August 1, 1999
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MFS European Equity Fund A,B,C August 1, 1999
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Massachusetts Investors Trust A,B,C,J January 1, 1997;
November 17, 1999
(J shares)
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Massachusetts Investors Growth Stock Fund A,B,C,J January 1, 1997;
September 20,
2000 (J shares)
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MFS Growth Opportunities Fund A,B January 1, 1997
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MFS Government Securities Fund A,B,C January 1, 1997
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MFS International New Discovery Fund A,B,C October 8, 1997
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MFS International Value Fund A,B,C October 8, 1997
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MFS International Strategic Growth Fund A,B,C October 8, 1997
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MFS Strategic Value Fund A,B,C March 17, 1998
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MFS Emerging Markets Debt Fund A,B,C March 17, 1998
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MFS New Endeavor Fund A,B,C September 20, 2000
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MFS Fundamental Growth Fund A,B,C December 20, 2000
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MFS Gemini Large Cap U.S. Fund A,B,C December 20, 2000
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MFS Gemini Large Cap U.K. Fund A,B,C December 20, 2000
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MFS Global Financial Services Fund A,B,C December 20, 2000
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MFS Global Health Sciences Fund A,B,C December 20, 2000
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MFS Global Conservative Equity Fund A,B,C December 20, 2000
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MFS International ADR Fund A,B,C December 20, 2000
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MFS International Core Equity Fund A,B,C December 20, 2000
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MFS Multi Cap Growth Fund A,B,C December 20, 2000
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EXHIBIT B
AS OF: DECEMBER 20, 2000
Massachusetts Investors Trust
MFS High Income Fund
MFS High Yield Opportunities Fund
MFS Mid-Cap Growth Fund
MFS Total Return Fund
MFS Research Fund
MFS Global Governments Fund
MFS Capital Opportunities Fund
MFS Bond Fund
MFS Limited Maturity Fund
MFS Intermediate Investment Grade Bond Fund
MFS Research Bond Fund
MFS Municipal Limited Maturity Fund
MFS Government Mortgage Fund
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Strategic Value Fund
MFS Small Cap Value Fund
MFS Emerging Markets Debt Fund
MFS High Quality Bond Fund
MFS Emerging Opportunities Fund
MFS Large Cap Value Fund
MFS Income Fund
MFS High Yield Fund
MFS Concentrated Growth Fund
MFS European Equity Fund
MFS New Endeavor Fund
MFS International New Discovery Fund
MFS Fundamental Growth Fund
MFS Gemini Large Cap U.S. Fund
MFS Gemini Large Cap U.K. Fund
MFS Global Financial Services Fund
MFS Global Health Sciences Fund
MFS Global Conservative Equity Fund
MFS International ADR Fund
MFS International Core Equity Fund
MFS Multi Cap Growth Fund
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EXHIBIT C
AS OF: SEPTEMBER 20, 2000
MFS Emerging Markets Equity Fund
MFS International Growth Fund
MFS International Growth & Income Fund
MFS International Value Fund
MFS International Strategic Growth Fund
