MFS MULTIMARKET INCOME TRUST Form N-14 Filed 2025-12-11

Approximate Date of Proposed Offering: As soon as practicable after this Registration Statement is declared effective.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Notice is hereby given that a special meeting of shareholders of each of MFS Intermediate High Income Fund (“CIF”), MFS Charter Income Trust (“MCR”), MFS Government Markets Income Trust (“MGF”) and MFS Intermediate Income Trust (“MIN” and collectively with CIF, MCR, and MGF, the “Target Funds,” and each, a “Target Fund”) will be held at the offices of Massachusetts Financial Services Company (“MFS”), 111 Huntington Avenue, Boston, MA 02199, on [March 11], 2026 at [11:00 AM].

The purpose of each special meeting (each, a “Special Meeting,” and collectively, the “Special Meetings”) is for shareholders of each Target Fund to act on the following proposal and to consider and act upon such other matters as may properly come before the Special Meeting or any adjournments or postponements thereof:

To approve an Agreement and Plan of Reorganization between the Target Fund and MFS Multimarket Income Trust (the “Acquiring Fund”), pursuant to which the Target Fund would transfer substantially all of its assets to the Acquiring Fund, and the Acquiring Fund would assume all stated liabilities of the Target Fund, in exchange solely for newly issued shares of beneficial interest in the Acquiring Fund, which will be distributed by the Target Fund to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be liquidated, terminated and dissolved in accordance with its Declaration of Trust and Massachusetts law (a “Reorganization”).

Each Reorganization will be voted upon separately by each Target Fund’s shareholders and the closing of any Reorganization is not contingent upon shareholder approval of any other Reorganization. Shareholders of record as of the close of business on December 11, 2025 (the “Record Date”) are entitled to vote at their Target Fund’s Special Meeting or any adjournment or postponement thereof.

THE BOARD OF TRUSTEES OF EACH OF THE TARGET FUNDS (EACH, A “BOARD”) REQUESTS THAT YOU VOTE YOUR SHARES BY INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET.

THE BOARD OF EACH TARGET FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE REORGANIZATION OF YOUR TARGET FUND PURSUANT TO YOUR TARGET FUND’S AGREEMENT AND PLAN OF REORGANIZATION AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET PROMPTLY.

Although we urge you to read the entire enclosed Joint Proxy Statement/Prospectus, we have provided for your convenience a brief overview of some of the important questions concerning the issues to be voted on.

A: You are being asked to vote on the reorganization (each, a “Reorganization” and collectively, the “Reorganizations”) of CIF, MCR, MGF and MIN, as applicable (each such fund being referred to herein as a “Target Fund”) into MFS Multimarket Income Trust (the “Acquiring Fund,” and together with the Target Funds, the “Funds,” and each, a “Fund”), pursuant to which each Target Fund would transfer substantially all of its assets to the Acquiring Fund, and the Acquiring Fund would assume all stated liabilities of the Target Fund, in exchange solely for newly issued shares of beneficial interest of the Acquiring Fund, which will be distributed by the Target Fund to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be terminated and dissolved in accordance with its Declaration of Trust and Massachusetts law. The term “Combined Fund” refers to the Acquiring Fund after the consummation of any or all of the Reorganizations.

Shareholders of each Target Fund are being asked to consider the Reorganization of their Target Fund into the Acquiring Fund at a special meeting of shareholders of the Target Fund (each, a “Special Meeting”), as described in the enclosed Joint Proxy Statement/Prospectus.

Each Reorganization will be voted upon separately by each Target Fund’s shareholders and the closing of any Reorganization is not contingent upon the approval by Target Fund shareholders of any other Reorganization. However, each Reorganization is subject to other conditions as described below in response to the question “Are the Reorganizations subject to any contingencies?”. If the Reorganization of any Target Fund is not consummated, then such Target Fund will continue to exist and operate on a stand-alone basis and the Board of Trustees (the “Board”) of such Target Fund will consider what action, if any, to take. It is currently anticipated that, if approved by shareholders, all Reorganizations will take place on the same day.

In the event that a Reorganization is consummated, shareholders of the Combined Fund, including former shareholders of the applicable Target Fund, would be subject to the investment objective, investment strategies and policies and investment restrictions of the Combined Fund following the Reorganization, which will be the same as the current investment objective, investment policies and investment restrictions of the Acquiring Fund. See “COMPARISON OF THE FUNDS” in the Joint Proxy Statement/Prospectus for a comparison of the Acquiring Fund’s and each Target Fund’s investment objectives, significant investment strategies and policies and investment risks. As noted herein, shareholders of the Acquiring Fund are simultaneously considering appointment of abrdn Inc. (“Aberdeen”) as adviser to the Acquiring Fund, which, if approved, would be effective immediately upon the closing of the Reorganization, and Aberdeen would be the adviser to the Combined Fund. If Aberdeen is appointed as adviser to the Combined Fund, the implementation of the Combined Fund’s investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment team may differ from the investment process currently employed by MFS in managing the Acquiring Fund. For a discussion of such processes, see “COMPARISON OF THE FUNDS – Comparison of Principal Investment Strategies.”

Certain contingencies may impact, among other things, the management of the Combined Fund and the size of the Combined Fund following the Reorganizations. Such contingencies are discussed below in the response to “Are the Reorganizations subject to any contingencies?” and are discussed further in the Joint Proxy Statement/Prospectus.

A: On December 10, 2025, Massachusetts Financial Services Company (“MFS”), Aberdeen and, for purposes specified therein, Aberdeen Group plc, entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Aberdeen will acquire certain assets related to MFS’ business of providing investment management services (the “Business”) if the Reorganizations are approved, and upon satisfaction or waiver of certain other conditions. More specifically, under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction (as defined below) and subject to certain exceptions, (i) all right, title, and interest of MFS in and to the books and records relating to the Business of the Acquiring Fund; and (ii) the goodwill of the Business (the “Transaction”).

The Funds are not a party to the Purchase Agreement; however, the completion of the Transaction is subject to certain conditions, including, but not limited to, (a) approval by shareholders of MCR and MIN of the Reorganizations thereof described in this Joint Proxy Statement/Prospectus and (b) approval by shareholders of the Acquiring Fund of (i) the issuance of shares of the Acquiring Fund in connection with the relevant Reorganizations, to the extent required by NYSE rules, (ii) a new investment management agreement between the Acquiring Fund and Aberdeen, and (iii) a new board of trustees (the “Aberdeen Board,” as defined below), each such proposal in subpart (b) as described in a separate proxy statement (the “Acquiring Fund Proposals”). If Target Fund shareholders approve some or all Reorganizations and Acquiring Fund shareholders approve the Acquiring Fund Proposals, Aberdeen will serve as the Combined Fund’s investment adviser, and the Aberdeen Board will oversee the Combined Fund. It is possible that certain Reorganizations and the Transaction may proceed even if shareholders of certain Target Funds do not approve the Reorganization for their respective Target Fund. However, if shareholders of certain of the Target Funds do not approve the Reorganizations and if other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed.

Q: Why are the Reorganizations being recommended by each Target Fund’s Board of Trustees?

A: With respect to each Target Fund, the Board of Trustees of the Target Fund (each a “Board” and collectively, the “Boards”), including the Independent Trustees, has [unanimously] determined that the Reorganization of the Target Fund would be in the best interests of the Target Fund and that the interests of the Target Fund’s existing shareholders would not be diluted as a result of the Reorganization. Each Target Fund Board has approved the respective Target Fund’s Reorganization and recommends that shareholders of the relevant Target Fund likewise approve such Fund’s respective Reorganization. In reaching this conclusion, the Board of each Target Fund considered a number of factors with respect to the relevant Target Fund. The Board of each Target Fund considered each Reorganization individually with respect to the interests of each Target Fund and its respective shareholders, as well as in the context of the broader Transaction and determined each Reorganization is in the best interests of the Target Fund whether or not the Transaction is ultimately approved and consummated. With respect to each Reorganization, the Board considered, among other things and in no order of priority:

In the context of the broader Transaction, the Board also considered certain additional factors in its approval and recommendation of each Target Fund’s Reorganization, including among others, the following factors in no order of priority. [The following factors are the same as those considered by the Board of the Acquiring Fund in recommending that Acquiring Fund shareholders approve a new investment advisory agreement with Aberdeen and the new Aberdeen Board (defined below)].

The Board of each Target Fund has carefully reviewed the terms of each Reorganization and [unanimously] determined to recommend that shareholders of each Target Fund approve the Reorganization.

Q: How will the Reorganizations affect the fees and expenses of the Target Funds?

A: The table below summarizes the current contractual management fee rate for the Acquiring Fund and each Target Fund including any existing fee limitation agreement with respect to the applicable Fund.

¹ Gross income is calculated based on tax elections that generally include the amortization of premium and exclude the accretion of discount, which may differ from investment income reported in the Acquiring Fund’s annual financial report.

²Leverage income after deducting the expenses of leveraging (“net leverage income”); provided, however, if CIF’s net leverage income is less than zero, MFS will reduce its management fee by an amount equivalent to the percentage indicated of CIF’s net leverage income.

If Aberdeen is appointed the Combined Fund’s investment adviser following the Reorganizations, a new investment advisory agreement between Aberdeen and the Combined Fund, as approved by the Acquiring Fund’s shareholders, will set forth a management fee structure to compensate Aberdeen for overall investment management and related administrative services and facilities provided to the Combined Fund. Pursuant to the new investment advisory agreement, the management fee will consist of an annual investment management fee, payable monthly, at an annual rate of 0.85% of the Combined Fund’s average daily “Managed Assets.” For purposes of calculating this annual management fee, “Managed Assets” are the total assets of the Combined Fund (including any assets attributable to money borrowed for investment purposes, including proceeds from (and assets subject to) reverse repurchase agreements, any credit facility and any issuance of preferred shares or notes) minus the sum of the Combined Fund’s accrued liabilities (other than the Combined Fund’s liabilities incurred for the purpose of leverage).

In the event that the Reorganizations are approved by all or a subset of the Target Funds’ shareholders and the Acquiring Fund’s shareholder approve the proposal to issue additional common shares in connection with the Reorganizations, but the Acquiring Fund’s shareholders do not both (a) approve the appointment of Aberdeen as the investment adviser of the Combined Fund and (b) elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will remain the investment adviser of the Combined Fund pursuant to MFS’ current investment advisory agreement with the Acquiring Fund. Under this scenario, the management fee structure that is currently in place between the Acquiring Fund and MFS, as reflected in the above table, will be the management fee structure for the Combined Fund.

MFS, in the case of the CIF and MGF, has agreed in writing with the relevant Fund’s Board to pay a portion of the Fund’s total annual operating expenses. The Acquiring Fund, MCR, and MIN currently do not have an expense limitation in place. The table below summarizes the current expense limitation agreement currently in place for each of CIF and MGF, including the duration of such agreement.

¹ The Operating Expense Limitation excludes interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), and investment-related expenses.

If Aberdeen is appointed the Combined Fund’s investment adviser following the Reorganizations, Aberdeen has agreed in writing to pay a portion of the Combined Fund’s total annual operating expenses, excluding any

leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that the Combined Fund’s total fund operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as described above). This written agreement will continue for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto and subject to approval by the Aberdeen Board. [In the event that MFS remains the investment adviser to the Combined Fund, as discussed above, MFS has agreed in writing to pay a portion of the Combined Fund’s total annual operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that the Combined Fund’s total fund operating expenses do not exceed 0.73% annually of the Combined Fund’s [average daily Managed Assets (as described above)]. This written agreement will continue for a period of at least two years from the Closing Date, unless extended, terminated, modified or revised by mutual agreement of the parties thereto and subject to approval by the MFS Board.]

The following table provides a comparison of the fees and expenses of each Fund, based on the contractual management fee and total fund operating expense limitations discussed above and based on net assets as of each Fund as of the period indicated in the table below, and, in the case of the Combined Fund, the pro forma expenses for the Fund, assuming all Reorganizations are approved and consummated and either (i) MFS remains the investment adviser to the Combined Fund or (ii) Aberdeen is appointed the investment adviser to the Combined Fund.

The tables are intended to assist investors in understanding the fees and expenses (annualized) that an investor in the Funds or the Combined Fund would bear, directly or indirectly. Pro forma Combined Fund fees and expenses are estimated in good faith and are hypothetical. The level of expense savings (or increases) resulting from the Reorganizations will vary depending on the resulting size of the Combined Fund. Additional information about the management of the Funds before and after the Reorganizations is included under the section “MANAGEMENT OF THE FUNDS” in the Joint Proxy Statement/Prospectus.

Pursuant to certain regulatory requirements, the fees and expenses in the tables below are expressed as a percentage of average daily net assets attributable to common shares, including with respect to the Pro Forma Combined Fund fees and expenses. As described above, if Aberdeen is appointed the Combined Fund’s investment adviser following the Reorganizations, pursuant to the new investment advisory agreement, the management fee rate will be based on the Combined Fund’s average daily “Managed Assets.” The fees and expenses in the tables below (expressed as a percentage of average daily net assets attributable to common shares) may differ in both absolute and relative terms, if expressed as a percentage of average daily “Managed Assets.”

Annual Expenses (as a percentage of average daily net assets attributable to common shares)

Additional information and comparisons of the Funds’ current fee structures and expense levels, including an expense example, are included under “Comparison of Fees and Expenses” in the Joint Proxy Statement/Prospectus.

A: MFS currently manages the Acquiring Fund, MCR, CIF, MGF, and MIN. Simultaneously with the solicitation of the shareholders of each Target Fund to approve the relevant Reorganization, the shareholders of the Acquiring Fund, through a separate proxy statement, are being asked to approve a new investment advisory

agreement between the Acquiring Fund and Aberdeen appointing Aberdeen as the investment adviser of the Combined Fund. If approved, Aberdeen will replace MFS as the Acquiring Fund’s investment adviser, and MFS will cease to serve as the investment adviser for the Acquiring Fund effective upon the consummation of the Reorganizations.

Aberdeen is a wholly owned subsidiary of Aberdeen Group plc. Aberdeen Group plc combined with its subsidiaries and affiliates manages and administers approximately $730 billion as of September 30, 2025. Aberdeen and its affiliates are global specialist asset managers, helping clients achieve their target investment outcomes. Aberdeen identifies investment opportunities to benefit from trends today and beyond. Aberdeen Group plc employs over 4,300 people worldwide, including over 600 investment professionals. Aberdeen and its affiliates focus on bringing together a global team that is diverse in terms of gender, background and experience and skillset. In each region, Aberdeen Group plc focuses on hiring local professionals to give it an advantage in every market in which it operates.

In connection with the investment adviser transition from MFS to Aberdeen, the Acquiring Fund’s current portfolio management team that is responsible for the day-to-day management of the Acquiring Fund will be replaced by a new portfolio management team employed by Aberdeen (the “Aberdeen Investment Team”) responsible for the day-to-day management of the Combined Fund. A more detailed discussion of Aberdeen, including further information regarding the qualifications of the Aberdeen Investment Team, is included under the section “MANAGEMENT OF THE FUNDS” in the Joint Proxy Statement/Prospectus.

The Combined Fund will have the same investment objective and it will be managed in accordance with the same investment policies and strategies as the Acquiring Fund; however, the implementation of the Combined Fund’s investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment Team may differ from the investment process currently employed by MFS in managing the Acquiring Fund. For a discussion of such processes, see “COMPARISON OF THE FUNDS – Comparison of Principal Investment Strategies.” This may cause the Combined Fund’s performance returns, holdings, and other portfolio attributes to vary significantly from those historically experienced by the Acquiring Fund. No assurances can be given that the Acquiring Fund or Combined Fund will achieve any particular level of performance after the Reorganizations and Transaction.

In addition to approving a new investment advisory agreement with Aberdeen, the Acquiring Fund’s shareholders are also being asked to elect five trustees (the “Aberdeen Board”) to serve as the Board of the Combined Fund. If the investment advisory agreement with Aberdeen is approved and the Aberdeen Board is elected, the Aberdeen Board would become the Trustees of the Combined Fund, replacing the Acquiring Fund’s current Trustees, who would cease to serve as Trustees of the Combined Fund, effective upon the consummation of the Reorganizations.

In the event that the Acquiring Fund’s shareholders do not approve both the investment advisory agreement appointing Aberdeen and the election of the Aberdeen Board, but the Reorganization is approved by a Target Fund’s shareholders and other conditions are satisfied, the Reorganization will be consummated; however, MFS will remain the Combined Fund’s investment adviser pursuant to the current investment advisory agreement between MFS and the Acquiring Fund, and the Acquiring Fund’s current Board will continue to serve as the Board for the Combined Fund.

A: Yes, certain contingencies could impact whether each Reorganization is consummated and who will serve as the investment adviser and board of a Target Fund going forward. Each of these contingencies is summarized below and is discussed in greater detail under the section “REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS” in the body of the Joint Proxy Statement/Prospectus.

Approval required by the Acquiring Fund’s shareholders to consummate the Reorganizations. Contemporaneously with the solicitation of the shareholders of each Target Fund to approve the relevant

Reorganization, the shareholders of the Acquiring Fund, through a separate proxy statement, are being asked to approve the issuance of the Acquiring Fund common shares (the “Acquiring Fund Shares”) to be distributed to each Target Fund’s shareholders as part of the Reorganizations. The Reorganization of each MCR, MIN, and MGF is contingent upon the approval by the Acquiring Fund’s shareholders of the issuance of the Acquiring Fund Shares. CIF’s Reorganization may be consummated without the Acquiring Fund’s shareholders approving the issuance of the Acquiring Fund Shares. In the event that the Acquiring Fund’s shareholders do not approve the issuance of Acquiring Fund Shares, the Reorganization of MCR, MIN, and MGF will not be consummated, and, in the short term MCR, MIN, and MGF will continue to operate as stand-alone funds in accordance with their current investment objective and investment policies and MFS will continue as investment adviser, and the current Board of Trustees of each Fund will remain in place. MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization.

Approvals required by the Acquiring Fund’s shareholders to consummate the Reorganizations with Aberdeen serving as the Combined Fund’s investment adviser. As discussed above, the shareholders of the Acquiring Fund, through a separate proxy statement, are being asked to (i) approve a new investment advisory agreement appointing Aberdeen as the investment adviser of the Combined Fund and (ii) elect the Trustees on the Aberdeen Board as the new board of the Combined Fund. In the event that the Acquiring Fund’s shareholders do not approve both of these proposals, MFS will continue to serve as the investment adviser to the Acquiring Fund and the current Board will not change.

Approval required by MCR’s and MIN’s shareholders to complete the Reorganization with Aberdeen serving as the Combined Fund’s investment adviser and the Aberdeen Board serving as the Combined Fund’s Board. Under the terms of the Purchase Agreement between MFS, Aberdeen, and for purposes specified therein, Aberdeen Group plc, the reorganization of any combination of the Target Funds into the Acquiring Fund with Aberdeen serving as the investment adviser to the Combined Fund and the Aberdeen Board serving as the Combined Fund’s Board is contingent on the shareholders of both MCR and MIN approving their respective Reorganization. In the event that shareholders of CIF and/or MGF approve their respective Reorganizations but both MCR’s shareholders and MIN’s shareholders do not approve their respective Reorganization, the CIF and/or MGF Reorganization will be consummated, however MFS will continue to manage the Combined Fund pursuant to the existing investment advisory agreement between MFS and the Acquiring Fund.

The following table summarizes certain outcomes resulting from different scenarios triggering the contingencies described above. While these scenarios and outcomes are intended to illustrate the impact of each of the contingencies, the below table does not reflect the full range of scenarios and outcomes that may occur as a result of different combinations of Target Fund and Acquiring Fund shareholder approvals. Further information regarding each contingency and the potential outcomes is included under the section “REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS” in the Joint Proxy Statement/Prospectus.

If a Target Fund’s shareholders do not approve the Reorganization, or if the Acquiring Fund’s shareholders do not approve the issuance of Acquiring Fund Shares, the Target Fund’s current investment adviser may recommend alternative proposals to the Board of such Target Fund, including, but not limited to, a re-solicitation of votes for the Reorganization.

A: Each of the Target Funds and the Acquiring Fund operate as closed-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The common shares of each Fund are listed on the New York Stock Exchange (the “NYSE”).

Each Fund is organized as a Massachusetts business trust. Although all of the Funds are subject to Massachusetts law, the Funds have different Declarations of Trust and By-Laws identifying, among other things, the rights of a Fund’s shareholders. The material terms of each Fund’s organizational documents are described in the Joint Proxy Statement/Prospectus under the section “ADDITIONAL INFORMATION ABOUT THE FUNDS AND COMPARISON OF CERTAIN RIGHTS OF SHAREHOLDERS.”

The Target Funds and Acquiring Fund have the same investment objective: to seek high current income, but also consider capital appreciation. Each Fund’s investment objective is not classified as a fundamental policy under the 1940 Act and, therefore, may be changed without shareholder approval by providing at least 60 days’ prior notice to shareholders. Each Fund is also classified as a “diversified fund” under the 1940 Act, meaning each Fund is restricted from taking large, concentrated positions in specific issuers with respect to 75% of its portfolio.

Each Fund focuses on investing in fixed income securities (i.e., bonds and other debt instruments). Fixed income instruments include a wide variation of instruments that represent obligations of U.S. and foreign corporations, governments, and other entities to repay borrowed money. Fixed income instruments additionally may have a wide variation of attributes and characteristics, including varying maturity lengths, yields, credit quality, and rights and obligations of holders and issuers. Each Fund, in accordance with its investment strategy, has varying degrees of flexibility to invest in different fixed income instrument types issued by different types of issuers (i.e., corporations or governments) located in various jurisdictions. Each Fund’s principal investment strategies are briefly summarized in the table below. A more detailed comparison of the Funds’ investment objectives and significant investment strategies and policies and investment risks is included under the section “COMPARISON OF THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS TO THE ACQUIRING FUND” in the Joint Proxy Statement/Prospectus.

Q: What are the primary characteristics of the Combined Fund following the Reorganizations?

A: If Aberdeen is appointed as investment adviser to the Combined Fund, the Combined Fund will seek to achieve the same investment objective and will be managed in accordance with similar investment policies as the Acquiring Fund following the Reorganizations. As noted herein, shareholders of the Acquiring Fund are simultaneously considering appointment of Aberdeen as adviser to the Acquiring Fund, which, if approved, would be effective immediately upon the closing of the Reorganization, and Aberdeen would be the adviser to the Combined Fund. If Aberdeen is appointed as adviser to the Combined Fund, the implementation of the Combined Fund’s investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment Team may differ from the investment process currently employed by MFS in managing the Acquiring Fund. For a discussion of such processes, see “COMPARISON OF THE FUNDS – Comparison of Principal Investment Strategies.” The Combined Fund will operate as a diversified, closed-end investment company and will invest in a broad range of U.S. and foreign fixed income securities (i.e., bonds and other debt instruments). The Combined Fund will seek to provide current income as its investment objective, but also consider capital appreciation. Under normal market conditions, the Combined Fund will invest at least 80% of its net assets in fixed income securities. This policy may not be changed without shareholder approval. The Combined Fund will implement its investment strategy by investing its assets in a wide-variety of fixed income securities of U.S. and foreign issuers, including those located in emerging markets. The Combined Fund will have the flexibility to invest in corporate bonds, U.S. and foreign government securities, mortgage-backed securities and other securitized instruments, and various other types of fixed income securities with a view toward achieving broad diversification across and within these categories. If Aberdeen is the adviser to the Combined Fund, they may also invest the Combined Fund’s assets in private securities and loans. The Combined Fund is not limited to investing in fixed income securities of a specific maturity or credit quality, and may invest up to 100% of its assets in below investment grade instruments. The Combined Fund may also invest in equity securities (i.e., common stocks), however these instruments are not expected to be a material portion of the Combined Fund’s portfolio. The Combined Fund will normally invest its assets across different industries, sectors, countries, and regions, but it may invest a significant percentage of its assets in issuers in a single industry, sector, country, or region. The Combined Fund additionally has the flexibility to use derivative

instruments for any investment purpose. The Combined Fund may use leverage to the extent permitted under the 1940 Act, including for investment purposes, and it is anticipated that such leverage will be achieved through borrowing from banks under a line of credit facility. If approved by the Board of Trustees the Combined Fund may also use leverage by other methods.

The Combined Fund’s common shares will continue to be listed on the NYSE following the Reorganizations.

A: Assuming Target Fund shareholders approve the Reorganization of their Target Fund, and the Acquiring Fund shareholders approve the issuance of Acquiring Fund Shares in connection with the Reorganization, the Acquiring Fund will acquire substantially all of the Target Fund’s assets and assume all of the Target Fund’s stated liabilities in exchange solely for newly issued common shares of the Acquiring Fund, which will be distributed to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional common shares). The Target Fund will then terminate its registration under the 1940 Act and liquidate, dissolve, and terminate in accordance with its Declaration of Trust and Massachusetts law.

You will become a shareholder of the Combined Fund following your Target Fund’s Reorganization. You will receive newly issued common shares of the Acquiring Fund, without par value, the aggregate NAV (not the market value) of which will equal the aggregate NAV (not the market value) of the common shares of the Target Fund you held immediately prior to such Reorganization (although you may receive cash for any fractional shares). The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of the Reorganization. The market value of the common shares of the Combined Fund you receive may be more or less than the market value of the common shares of the Target Fund shares you held prior to the Reorganizations.

A: [MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the Special Meetings, including, but not limited to, proxy and proxy solicitation costs, printing and mailing costs, legal fees, and listing, registration, and filing fees. The Target Funds and their shareholders will, however, bear any brokerage commissions or other portfolio transaction costs, including those associated with transferring certain assets to the Acquiring Fund.

In addition, each Target Fund expects to sell a portion of its portfolio in advance of the relevant Reorganization because certain instruments cannot be transferred to the Acquiring Fund due to local market restrictions. In connection with such sales, the relevant Target Fund may hold a significant amount of cash and may, therefore, depart from its investment objective and strategy in advance of the Reorganization. In addition, each Target Fund will bear the portfolio transaction costs associated with sales and purchases, as applicable, of such instruments in advance of the Reorganization. Any repositioning costs incurred by each Target Fund in connection with the Reorganizations, including, but not limited to, broker commissions, transfer fees, or taxes, will be considered investment-related expenses and, therefore, incurred outside of the relevant Target Fund’s contractual expense limitation, if any. These costs are estimated as follows:

All shareholders of the Combined Fund will bear the costs of rebalancing the Combined Fund’s portfolio after the Reorganizations. Such costs are currently estimated to be approximately $87,055.70, or less than $0.001 per share, assuming all Target Funds participate in the Reorganizations. It is anticipated that the repositioning after the Reorganizations would be substantially similar regardless of whether Aberdeen or MFS is the Combined Fund’s investment adviser and, as such any costs associated with rebalancing the Combined Fund’s

portfolio following the Reorganizations are not expected to materially deviate from the above estimates. Following the Reorganizations, the Combined Fund will be managed in accordance with the Acquiring Fund’s current investment objective and investment policies; however, the implementation of the Combined Fund’s investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment Team may differ from the investment process currently employed by MFS in managing the Acquiring Fund.

In connection with the Reorganizations, Aberdeen and/or MFS will pay out-of-pocket expenses and charges associated with solicitation of shareholder votes and printing and mailing of proxies and this Joint Proxy Statement/Prospectus. A third-party proxy solicitation vendor, EQ Fund Solutions LLC, will assist with solicitation of shareholder votes and mailing of the Joint Proxy Statement/Prospectus in connection with the Reorganizations. The total estimated costs for these services are $396,640.

The Funds, MFS, or Aberdeen will not pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by the shareholder as a result of attending the Special Meeting, voting on the Reorganizations, or other action taken by the shareholder in connection with the Reorganizations). The actual costs associated with the proposed Reorganizations may be more or less than the estimated costs discussed herein.

Q: Will I have to pay any sales load, commission, or other similar fees in connection with the Reorganizations?

A: You will pay no sales loads or commissions in connection with the Reorganizations.

Q: Have common shares of the Target Funds and the Acquiring Fund historically traded at a premium or a discount to its respective NAVs?

A: The common shares of each Fund have historically fluctuated between a discount and a premium. As of November 30, 2025, each Fund traded at a discount to its respective NAV.

There can be no assurance that, after the Reorganizations, shares of the Combined Fund will trade at NAV or at a premium or discount to NAV. In the Reorganizations, common shareholders of each Target Fund will receive common shares of the Combined Fund based on the relative NAVs (not the market values) of each respective Target Fund’s common shares. Immediately following the Reorganizations or thereafter, the market value of the common shares of the Combined Fund may be more or less than the market value of the common shares of the applicable Target Funds prior to the Reorganizations. To the extent a Target Fund’s common shares are trading at a wider discount (or a narrower premium) than the Acquiring Fund’s common shares at the time of the Reorganization, such Target Fund shareholders would have the potential for an economic benefit by the possible narrowing of the discount/premium. To the extent a Target Fund is trading at a narrower discount (or wider premium) than the Acquiring Fund at the time of the Reorganizations, such Target Fund shareholders may be negatively impacted if the Reorganizations are consummated. The Combined Fund shareholders would only benefit from a discount perspective to the extent the post-Reorganization discount (or premium) improves.

Q: Will I have to pay any U.S. federal taxes as a result of the Reorganizations?

A: Each of the Reorganizations is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If a Reorganization so qualifies, in general, shareholders of a Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund common shares for Acquiring Fund Shares pursuant to the Reorganization (except with respect to cash received in lieu of any fractional shares). Additionally, the Target Fund will recognize no gain or loss for U.S. federal income tax purposes as a direct result of the Reorganization, except for any gain or loss that may be required to be recognized as a result of the close of each Target Fund’s taxable year due to the Reorganization. Neither the Acquiring Fund nor its shareholders will recognize any gain or loss for U.S. federal income tax purposes pursuant to any Reorganization. If a Reorganization were consummated but did not qualify as a tax-free reorganization under the Code, a shareholder of the respective Target Fund would recognize a taxable gain or loss equal to the difference between their tax basis in Target Fund shares and the fair market value of the Acquiring Fund Shares (plus cash in lieu of fractional shares) received.

Prior to the closing date of the Reorganizations (the “Closing Date”), each Target Fund will declare a distribution to its shareholders that, together with all previous distributions, will have the effect of distributing to

each respective Target Fund’s shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), if any, through the Closing Date, all of its net capital gains, if any, through the Closing Date, and all of its net tax-exempt interest income, if any, through the Closing Date. Such a distribution will be taxable to each Target Fund’s shareholders for U.S. federal income tax purposes.

In addition to any gains generated through regular portfolio trading activity by each Target Fund, certain Target Funds will realize capital gains in advance of the Reorganizations on the sale of securities that are not permitted to be transferred to the Acquiring Fund. The estimated percentage of each Target Fund’s portfolio to be sold in advance of the Reorganizations and the estimated transaction costs related to such sales are shown in the table below as of August 31, 2025. These estimates are subject to change depending on market circumstances at the time such sales are made. In addition, each Target Fund’s investment adviser and administrator is exploring whether certain of the securities currently expected to be sold in advance of the Reorganizations because they are not transferable can in fact be transferred to the Acquiring Fund. If such securities can be transferred, then transaction costs incurred by the relevant Target Fund are expected to be less, perhaps materially.

The sale of such securities may result in capital gains or losses, which may have U.S. federal income tax consequences. If the sales were completed on August 31, 2025, the estimated capital gains or losses that would have resulted are summarized in the table below. These estimates are subject to change depending on market circumstances at the time such sales are made. Each Fund has capital loss carryforwards that would offset the estimated capital gains if any.

Following the Reorganizations, the Combined Fund expects to realign its portfolio in a manner consistent with its investment strategies and policies. Although it is expected that the portfolio realignment would occur principally following the Reorganizations, the Acquiring Fund may begin to realign its portfolio after Target Fund shareholder approval of the Reorganizations but prior to the consolidation in a manner consistent with its current investment objective and strategies. Based on each Fund’s holdings as of August 31, 2025, the Combined Fund expects to reposition approximately 1.64% of its portfolio following the Closing Date, assuming that all Reorganizations are approved and consummated, which would generate an estimated $87,055.70, or less than $0.001 per share, in transaction costs if the repositioning were to occur on August 31, 2025. The total estimated capital losses to be realized from the repositioning of the portfolio securities following the Reorganization, if the portfolio restructuring had occurred on August 31, 2025 would be $(1,953,269) or $(0.14) per share. The amount of net capital gains (or losses) realized can fluctuate widely and will depend on, among other things, market conditions at the time of the sales.

The tax impact of the post-Reorganization restructuring will depend on the difference between the price at which portfolio securities are sold and the Combined Fund’s basis in such securities, offset by capital loss carryforwards, if any, and subject to the applicability of the Code’s loss limitation rules.

The gains from the portfolio repositioning post-Reorganizations would be in addition to any gains generated by the Acquiring Fund in the ordinary course of business prior to the Reorganizations. Any net capital gains realized will be distributed during 2026, and such distribution will be taxable to shareholders that hold their shares in a taxable account.

The Target Funds’ shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Reorganizations as well as the effects of state, local, and non-U.S. tax laws, including possible changes in tax laws. For more information, please see the section “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS” in this Joint Proxy Statement/Prospectus.

A: After careful consideration, the Board of your Fund unanimously recommends that you vote “FOR” the Reorganization of your Fund.

A: Shareholders of record as of the close of business on as of the Record Date are entitled to vote at their Target Fund’s Special Meeting or any adjournment or postponement thereof.

A: You may cast your vote by mail, phone, internet, or in person at the Special Meeting. To vote by mail, please mark your vote on the enclosed proxy card and sign, date, and return the card in the postage-paid envelope provided. If you choose to vote by phone or internet, please refer to the instructions found on the proxy card accompanying this Joint Proxy Statement/Prospectus. To vote by phone or internet, you will need the “control number” that appears on the proxy card.

A: You may contact your financial advisor for further information. You may also call EQ Fund Solutions LLC, the Target Funds’ proxy solicitor, at (800) 848-3402.

To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the proposal, as applicable. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Special Meeting of your Target Fund.

The information contained in this Joint Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE
OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2026.

MFS INTERMEDIATE HIGH INCOME FUND
MFS CHARTER INCOME TRUST
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST

This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of MFS Intermediate High Income Fund (“CIF”), MFS Charter Income Trust (“MCR”), MFS Government Markets Income Trust (“MGF”), and/or MFS Intermediate Income Trust (“MIN” and collectively with CIF, MCR, and MGF, the “Target Funds,” and each, a “Target Fund”). Each of the Target Funds is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Massachusetts business trust. The special meetings of shareholders (each a “Special Meeting,” and collectively, the “Special Meetings”) of each of the Target Funds will be held at the offices of Massachusetts Financial Services Company (“MFS”), 111 Huntington Avenue, Boston, MA 02199, on [March 11], 2026 at [11:00 AM].

The purpose of each Special Meeting is to act on the proposal set out below and discussed in further detail in this Joint Proxy Statement/Prospectus. If you are unable to attend the Special Meeting of your Target Fund or any adjournment or postponement thereof, the Board of Trustees of the Target Fund (each, a “Board” and collectively, the “Boards”) requests that you vote your shares of beneficial interest (“shares”) by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the Internet. The approximate mailing date of this Joint Proxy Statement/Prospectus and accompanying form of proxy is January [ ], 2026.

Proposal: The shareholders of each Target Fund are being asked to approve an Agreement and Plan of Reorganization between their Target Fund and MFS Multimarket Income Trust (“MMT” or the “Acquiring Fund,” and together with the Target Funds, the “Funds,” and each, a “Fund”) (each a “Reorganization Agreement” and collectively, the “Reorganization Agreements”), pursuant to which the Target Fund would transfer substantially all of its assets to the Acquiring Fund and the Acquiring Fund would assume all stated liabilities of the Target Fund in exchange solely for newly issued shares of beneficial interest of the Acquiring Fund, which will be distributed by the Target Fund to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be terminated in accordance with its Declaration of Trust and Massachusetts law.

The Reorganization Agreement that each Target Fund’s shareholders are being asked to consider involves transactions that will be referred to in this Joint Proxy Statement/Prospectus as a “Reorganization” and collectively the “Reorganizations.” The Acquiring Fund following the consummation of any or all Reorganizations is referred to herein as the “Combined Fund.” The Combined Fund will continue to operate after the Reorganizations as a closed-end investment company registered under the 1940 Act.

The Reorganizations seek to combine five funds (CIF, MCR, MGF, MIN, and the Acquiring Fund), however, it is important to note that each Reorganization will be voted upon separately by each Target Fund’s shareholders at their applicable Special Meetings and the closing of any Reorganization is not contingent upon the approval by Target Fund shareholders of any other Reorganization (i.e., a Reorganization of one of the Target Funds, if approved by that Target Fund’s shareholders, may still proceed if the other Reorganizations are not approved by the other Target Funds’ shareholders). However, as discussed below, the closing of any Reorganization is subject to other conditions, including, but not limited to, approval by shareholders of the Acquiring Fund of the issuance of shares of the Acquiring Fund in connection with the Reorganizations.

The common shares of the Acquiring Fund are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MMT” and will continue to be listed on the NYSE following the Reorganizations. In each Reorganization, the Acquiring Fund will acquire substantially all of the assets and assume all stated liabilities of the Target Fund in exchange solely for newly-issued common shares of the Acquiring Fund, [without par value] (“Acquiring Fund Shares”) in the form of book entry interests. The Acquiring Fund will list the Acquiring Fund Shares on the NYSE. Such newly issued Acquiring Fund Shares will be distributed to the Target Fund shareholders (although cash may be distributed in lieu of fractional common shares) and each Target Fund will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its Declaration of Trust and Massachusetts law. The common shares of each of the Target Funds are listed on the NYSE under the ticker symbols, CIF, MCR, MGF, and MIN, respectively, and, following the Reorganizations, the common shares of each Target Fund will be delisted from the NYSE.

As a result of the Reorganizations, each Target Fund’s shareholders will own Acquiring Fund Shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate net asset value (“NAV”) (not the market value) immediately after the Reorganization equal to the aggregate NAV (not the market value) of that Target Fund shareholders’ Target Fund common shares immediately prior to such Reorganization. The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of such Reorganization, as discussed further in this Joint Proxy Statement/Prospectus. The market value of the common shares of the Combined Fund a shareholder receives may be less than the market value of the common shares of the Target Fund that the shareholder held prior to the Reorganizations.

In addition, in a separate proxy statement, shareholders of the Acquiring Fund are being asked to approve the following proposals in connection with the Reorganizations (the “Acquiring Fund Proposals”):

The Acquiring Fund Proposals will create contingencies that may impact the consummation of the Reorganizations and/or the operations of the Combined Fund following the Reorganizations. Specifically, the consummation of the Reorganization of MCR, MIN, and MGF requires both the approval by the respective Fund’s shareholders of the Reorganization and the approval by the Acquiring Fund’s shareholders of the issuance of Acquiring Fund Shares. CIF’s Reorganization may be consummated upon approval of CIF’s shareholders of the

Reorganization but without the Acquiring Fund’s shareholders approving the issuance of the Acquiring Fund Shares. In the event that the Acquiring Fund’s shareholders do not approve the proposal to issue the Acquiring Fund Shares, the Reorganizations of MCR, MIN, and MGF will not be consummated and, in the short term, MCR, MIN, and MGF will continue to operate as a stand-alone funds in accordance with its current investment objective and investment policies and MFS will continue as investment adviser, and the current Board of each Fund will remain in place. On the other hand, in the event that the Acquiring Fund’s shareholders do not approve both the investment advisory agreement appointing Aberdeen and the election of the Aberdeen Board, but do approve the issuance of Acquiring Fund Shares in connection with the Reorganizations, the Reorganizations will be consummated; however, MFS will remain the Combined Fund’s investment adviser pursuant to the current investment advisory agreement between MFS and the Acquiring Fund and the Acquiring Fund’s Board will continue to serve as the Board for the Combined Fund. Furthermore, if both MCR’s shareholders and MIN’s shareholders do not approve their respective Reorganization, MFS would remain the Combined Fund’s investment adviser pursuant to the current investment advisory agreement between MFS and the Acquiring Fund and the Acquiring Fund’s Board will continue to serve as the Board for the Combined Fund. Each of these contingencies is discussed in greater detail under the section “REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS” in this Joint Proxy Statement/Prospectus.

This Joint Proxy Statement/Prospectus sets forth the information that shareholders of each Target Fund should know before voting on the proposal for their Target Fund and constitutes an offering of the Acquiring Fund Shares. Please read this Joint Proxy Statement/Prospectus carefully and retain it for future reference. A Statement of Additional Information, dated [January XX], 2026, relating to this Joint Proxy Statement/Prospectus (the “Statement of Additional Information”) has been filed with the United States Securities and Exchange Commission (the “SEC”) and is incorporated herein by reference. Copies of each Fund’s most recent annual report and semi-annual report can be obtained on the following website at https://www.mfs.com/en-us/individual-investor/product-strategies/closed-end-funds.html?tabname=performance. In addition, each Fund will furnish, without charge, a copy of the Statement of Additional Information, or such Fund’s most recent annual report or semi-annual report to any shareholder upon request. Any such request for all Funds should be directed to Computershare, each Fund’s transfer and shareholder servicing agent, 150 Royall Street, Canton, Massachusetts, 02021, or by telephoning toll-free (800) 637-2304 or by email at mfs@computershare.com. The Statement of Additional Information and the annual and semi-annual reports of each Fund are also available on the EDGAR Database on the SEC’s website at www.sec.gov. The address of the principal executive offices of the Funds is 111 Huntington Avenue, Boston, MA 02199, and the telephone number is (617) 954-5000.

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934 (the “1934 Act”) and, in accordance therewith, file reports, proxy statements, proxy materials and other information with the SEC. Text-only copies of a Fund’s reports and the Statement of Additional Information are available free from the EDGAR Database on the SEC’s Internet site at: www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.

Please note that only one copy of shareholder documents, including annual or semi-annual reports and proxy materials, may be delivered to two or more shareholders of a Target Fund who share an address, unless the Target Fund has received instructions to the contrary. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. To request a separate copy of any shareholder document or for instructions on how to request a separate copy of these documents or how to request a single copy if multiple copies of these documents are received, shareholders should contact the Funds at the address and phone number set forth above.

This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring Fund in connection with the issuance of the Acquiring Fund Shares in each of the Reorganizations. No person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

We will admit to a Special Meeting of a Target Fund (1) all shareholders of record of the Target Fund on the Record Date, (2) persons holding proof of beneficial ownership of the Target Fund at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to a Special Meeting

must present photo identification. If you plan to attend a Special Meeting, we ask that you email us in advance at Attendameeting@equiniti.com. For directions to the meeting, please contact EQ Fund Solutions LLC, the firm assisting us in the solicitation of proxies, at (800) 848-3402.

The following documents have been filed with the SEC and are incorporated by reference into this Joint Proxy Statement/Prospectus:

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Board of each Target Fund, including the Trustees who are not “interested persons” of such Target Fund (as defined in the 1940 Act) (the “Independent Trustees”), has unanimously approved the applicable Reorganization, including the respective Reorganization Agreement. Assuming each Target Fund’s shareholders approve its Reorganization, the Acquiring Fund will acquire substantially all of the assets and assume all stated liabilities of the Target Funds in exchange solely for newly issued Acquiring Fund Shares in the form of book entry interests. The Acquiring Fund will list the newly issued Acquiring Fund Shares on the NYSE. Such newly issued Acquiring Fund Shares will be distributed to the Target Funds’ shareholders (although cash may be distributed in lieu of fractional common shares) and each Target Fund will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with such Fund’s Declaration of Trust and Massachusetts law. The Combined Fund will continue to operate after the Reorganizations as a registered, diversified, closed-end management investment company. As a result of each Reorganization, each Target Fund shareholder will own Acquiring Fund Shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate NAV (not the market value) immediately after the Reorganization equal to the aggregate NAV (not the market value) of that shareholder’s Target Fund common shares immediately prior to the Reorganization. The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of such Reorganization. The market value of the common shares of the Combined Fund a shareholder receives may be less than the market value of the common shares of the Target Fund that the shareholder held prior to the Reorganizations.

The Reorganization of a Target Fund is not contingent upon the approval of the other Target Fund’s shareholders. However, Reorganization of MCR, MIN, and MGF is contingent upon the approval by shareholders of the Acquiring Fund of the issuance of the Acquiring Fund Shares in order to facilitate the Reorganizations, which proposal is described in a separate proxy statement. CIF’s Reorganization may be consummated without the Acquiring Fund’s shareholders approving the issuance of the Acquiring Fund Shares. In the event that a Target Fund’s shareholders do not approve the proposal, such Target Fund will continue to operate as a standalone diversified closed-end fund.

On December 10, 2025, Massachusetts Financial Services Company (“MFS”), abrdn Inc. (“Aberdeen”), and, for purposes specified therein, Aberdeen Group plc, entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Aberdeen will acquire certain assets related to MFS’ business of providing investment management (the “Business”) if the Reorganizations are approved, and upon satisfaction or waiver of certain other conditions. More specifically, under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction (as defined below) and subject to certain exceptions, (i) all right, title, and interest of MFS in and to the books and records relating to the Business of the Acquiring Fund and (ii) the goodwill of the Business (the “Transaction”).

The Funds are not a party to the Purchase Agreement; however, the completion of the Transaction is subject to certain conditions, including, but not limited to, (a) approval by shareholders of MCR and MIN of the Reorganizations described in this Joint Proxy Statement/Prospectus, and (b) approval by shareholders of the Acquiring Fund of (i) the issuance of shares of the Acquiring Fund in connection with the relevant Reorganizations, to the extent required by NYSE rules (ii) a new investment management agreement between the Acquiring Fund and Aberdeen, and (iii) a new board of trustees (the “Aberdeen Board,” as defined below), each such proposal in subpart (b) as described in a separate proxy statement (the “Acquiring Fund Proposals”). If Target Fund shareholders approve some or all of the applicable Reorganizations and Acquiring Fund shareholders approve the Acquiring Fund Proposals, Aberdeen will serve as the Combined Fund’s investment adviser and the Aberdeen Board will oversee the Combined Fund. It is possible that certain Reorganizations and the Transaction may proceed even if shareholders of certain Target Funds do not approve the Reorganization for their respective Target Fund. However, if shareholders of certain of the Target Funds do not approve the Reorganizations and if other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed. These conditions are discussed in further detail under the section “REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS.”

The Reorganizations seek to combine five funds that have identical investment objectives of seeking high current income, but also consider capital appreciation. The Acquiring Fund will serve as the surviving fund

following the consummation of the Reorganizations, and the Acquiring Fund post-consummation of the Reorganizations is referred to as the Combined Fund throughout this Joint Proxy Statement/Prospectus. Each Fund has different, but in most cases similar, investment policies to invest in a range of fixed income securities. The key differences and similarities between each Target Fund’s principal investment strategies and the Acquiring Fund’s principal investment strategy are discussed in further detail in this Joint Proxy Statement/Prospectus under the section “COMPARISON OF THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS TO THE ACQUIRING FUND.” Additionally, each Fund is subject to different and similar risks that may impact such Fund’s shareholders. A summary of important information regarding each Fund’s principal risk factors and a comparison of each Target Fund’s principal risk factors to those of the Acquiring Fund is discussed in further detail in this Joint Proxy Statement/Prospectus under the section “RISK FACTORS AND SPECIAL CONSIDERATIONS.” Because shareholders of each Target Fund will vote separately on their Target Fund’s respective Reorganization, there are multiple potential combinations of Reorganizations, which are discussed in further detail under the section “REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS.”

Each Reorganization will be voted upon separately by each Target Fund’s shareholders and the closing of any Reorganization is not contingent upon the approval of any other Reorganization. It is possible that shareholders of one or more Target Funds do not approve the Reorganization of their Target Fund. If this were to occur, the aggregate size of the Combined Fund would be less, perhaps materially.

If a Reorganization is not approved by a Target Fund’s shareholders, such Target Fund will continue to operate for the time being as a stand-alone diversified closed-end fund and will continue to be advised by MFS and managed according to its current investment objective and investment policies. However, MFS may, in connection with ongoing management of the Target Fund and its product line, recommend alternative proposals to the Board of such Target Fund, including, but not limited to, a re-solicitation of votes for the Reorganization.

Each Target Fund’s Board has determined that the Reorganization of such Target Fund is in the best interests of the Target Fund, and that the interests of such shareholders will not be diluted as a result of such Target Fund’s Reorganization. The share exchange in each Reorganization will be based on the net asset value of the Target Fund and the Acquiring Fund; therefore, shareholders will not experience dilution. As a result of the Reorganizations, however, shareholders of each Fund will hold a reduced percentage of ownership in the larger Combined Fund than they did in any of the individual Funds. In addition, all of the Funds are closed-end funds which have traded primarily at a discount in the secondary market. To the extent that the Acquiring Fund’s discount is greater than that of a Target Fund on the date of the applicable Reorganization, the Target Fund’s shareholders would receive less for their Acquiring Fund Shares if sold in the market; however, market prices can change on a daily basis.

Each Reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If a Reorganization so qualifies, in general, shareholders of a Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund common shares for Acquiring Fund Shares pursuant to the Reorganization (except with respect to cash received in lieu of any fractional shares). Additionally, the Target Funds will recognize no gain or loss for U.S. federal income tax purposes as a direct result of the Reorganizations, except for any gain or loss that may be required to be recognized solely as a result of the close of the Target Funds’ taxable years due to the Reorganizations. It is a condition to the closing of each Reorganization that the respective Target Fund and the Acquiring Fund receive an opinion from Ropes & Gray LLP, dated as of the Closing Date of such Reorganization, regarding the characterization of the Reorganization as a reorganization within the meaning of Section 368(a) of the Code.

The Board of each Target Fund requests that shareholders of such Target Fund approve the Fund’s proposed Reorganization at the Special Meeting to be held on March 11, 2026.

Subject to the requisite approval of the shareholders of each Target Fund with regard to the applicable Reorganization, it is currently expected that the Closing Date will be on or around [June 1], 2026; however, this is subject to change depending on the timing of the Target Fund shareholder approvals.

Investing in the Combined Fund following a Reorganization involves risks. For additional information, see “RISK FACTORS AND SPECIAL CONSIDERATIONS.”

Each Target Fund’s Board recommends that shareholders of such Target Fund vote “FOR” the Target Fund’s proposed Reorganization.

For each of MCR, MGF and MIN, the Reorganization must be approved by more than 50% of the Fund’s shares outstanding and entitled to vote. For CIF, the Reorganization must be approved by the lesser of (i) at least 67% of the voting securities present at the Special Meeting, if at least 50% of such securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting shares.

[For CIF, the holders of at least a majority of the shares of entitled to vote on the proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting. For MCR, MGF and MIN, the holders of at least 30% of the shares of each Target Fund entitled to vote on the proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting. In the event that a quorum is not present for purposes of acting on the proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting or postponements from time to time, with no other notice than an announcement at the Special Meeting, in order to permit further solicitation of proxies for the proposal. For additional information regarding quorum requirements and adjournment, see “VOTING AND INFORMATION REQUIREMENTS.”]

The shareholders of each Fund do not have appraisal rights for their common shares in their respective Fund.

The investment objectives, investment strategies and policies, investment restrictions and investment risks of the Funds have certain similarities and differences, which are described in this Joint Proxy Statement/Prospectus. The investment objective, investment strategies, and policies of the Combined Fund will be those of the Acquiring Fund following the Reorganizations. A comparison of the Funds’ investment objectives and significant investment strategies, policies and risks is set forth below. The investment objectives, investment strategies and policies, principal investment types, and fundamental investment restrictions of each Target Fund are also described in Appendix [A] under “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS” and the investment objective, investment strategy and policy, principal investment types, and fundamental investment restrictions of the Acquiring Fund are described in Appendix [A] under “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND”.

None of the Target Funds will experience a change in their respective investment objective as a result of the Reorganizations. The Acquiring Fund and each Target Fund have the same investment objective to seek high current income, but also consider capital appreciation. Each Fund’s investment objective is not a fundamental policy and may be changed without shareholder approval by providing at least 60 days’ prior notice to shareholders. Following the Reorganizations, the Combined Fund’s investment objective will be the same as the Acquiring Fund and Target Funds’ investment objective: to seek high current income, but also consider capital appreciation. Likewise, the Combined Fund’s investment objective will not be a fundamental policy and may be changed without shareholder approval by providing at least 60 days’ prior notice to shareholders.

Under normal market conditions, each Fund invests its assets pursuant to the following principal investment strategy. For additional information concerning each Fund’s investment strategy and policies, see “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND” and “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS” included in Appendix [A].

Following the Reorganizations, the Combined Fund’s principal investment strategy will be identical to the Acquiring Fund’s principal investment strategy:

Following the Reorganizations, the Combined Fund will be managed in accordance with the Acquiring Fund’s current investment objective and investment policies if MFS continues as the investment adviser of the Combined Fund. If Aberdeen serves as investment adviser of the Combined Fund, it may implement such investment objective and investment policies in a way that differs from how such investment objective and investment policies would be implemented if MFS were to continue as investment adviser. Each investment adviser’s investment process is described in the table below.

CIF: The principal investment strategies of CIF and the Acquiring Fund are similar; however, there are certain important differences. While both CIF and the Acquiring Fund have a policy to invest at least 80% of its net

assets in fixed income securities, CIF’s policy requires that such fixed income securities be high income debt instruments. In addition, the Acquiring Fund’s 80% policy may not be changed without shareholder approval, whereas CIF’s 80% policy may be changed by CIF’s Board of Trustees on 60 days’ prior notice to shareholders. While both CIF and the Acquiring Fund have the flexibility to invest in various types of debt instruments and both CIF and the Acquiring Fund may invest in the securities of U.S. and foreign issuers, the Acquiring Fund invests its assets with a view toward broad diversification across various types of debt instruments and issuer jurisdictions, including potentially a greater allocation to issuers located in emerging market countries. CIF normally seeks to maintain a dollar-weighted average effective maturity of between three years and ten years, whereas the Acquiring Fund does not have a target range for dollar-weighted average effective maturity. Both CIF and the Acquiring Fund have the flexibility to invest in equity securities and both CIF and the Acquiring Fund may invest up to 100% of their respective assets in below investment grade quality debt instruments. Both CIF and the Acquiring Fund normally invest their assets across different industries and sectors, but both CIF and the Acquiring Fund have the flexibility to invest a significant percentage of their respective assets in a single industry or sector.

Both CIF and the Acquiring Fund may use derivatives for any investment purpose, including, but not limited to, increasing or decreasing exposure to a particular market, segment of the market, or security, increasing or decreasing interest rate or currency exposure, or as an alternative to direct investments. Both CIF and the Acquiring Fund use an active bottom-up investment approach to buying and selling investments and both CIF and the Acquiring Fund select investments primarily based on fundamental analysis of an issuer, which may include the consideration of ESG factors, where such factors are believed to materially impact the economic value of an issuer or instrument. Both CIF and the Acquiring Fund may also use quantitative screening tools in selecting investments for their respective portfolios. Both CIF and the Acquiring Fund are permitted to use leverage for investment purposes.

MCR: The principal investment strategies of MCR and the Acquiring Fund are substantially similar. The Acquiring Fund has a policy to invest at least 80% of its net assets in fixed income securities. MCR does not have an 80% policy, but MCR normally invests its assets primarily in debt instruments. Both MCR and the Acquiring Fund have the flexibility to invest in various types of debt instruments and both MCR and the Acquiring Fund may invest in the securities of U.S. and foreign issuers, including issuers located in emerging market countries, with a view toward broad diversification across various types of debt instruments and issuer jurisdictions. Both MCR and the Acquiring Fund have the flexibility to invest up to 100% of their respective assets in below investment grade quality debt instruments. While both MCR and the Acquiring Fund have the flexibility to invest in equity securities, the Acquiring Fund may typically invest a greater portion of its assets in such instruments. Both MCR and the Acquiring Fund normally invest their assets across different industries and sectors, but both MCR and the Acquiring Fund have the flexibility to invest a significant percentage of their respective assets in a single industry or sector.

Both MCR and the Acquiring Fund may use derivatives for any investment purpose, including, but not limited to, increasing or decreasing exposure to a particular market, segment of the market, or security, increasing or decreasing interest rate or currency exposure, or as an alternative to direct investments. While both MCR and the Acquiring Fund use an active bottom-up investment approach to buying and selling investments, MCR may place greater emphasis relative to the Acquiring Fund on top-down factors, such as sector allocations and macroeconomic factors, in structuring its portfolio. Both MCR and the Acquiring Fund select investments primarily based on fundamental analysis of an issuer, which may include the consideration of ESG factors, where such factors are believed to materially impact the economic value of an issuer or instrument. Both MCR and the Acquiring Fund may also use quantitative screening tools in selecting investments for their respective portfolios. Both MCR and the Acquiring Fund are permitted to use leverage for investment purposes.

MGF: The principal investment strategies of MGF and the Acquiring Fund are similar; however, there are certain important differences. While each of MGF and the Acquiring Fund have a policy to invest at least 80% of their net assets in fixed income securities, MGF’s policy requires that such fixed income securities consist of U.S. and foreign government securities. In addition, the Acquiring Fund’s 80% policy may not be changed without shareholder approval, whereas MGF’s 80% policy may be changed by MGF’s Board of Trustees on 60 days’ prior notice to shareholders. MGF generally invests substantially all of its assets in investment grade quality debt instruments, while the Acquiring Fund has more flexibility to invest in instruments of varying credit quality and the Acquiring Fund may invest up to 100% of its assets in below investment grade quality debt instruments. Both MGF and the Acquiring Fund may invest in the securities of U.S. and foreign issuers, including issuers located in emerging market countries. MGF will invest substantially all of its assets in U.S. and foreign government securities, while the Acquiring Fund invests its assets with a view toward broad diversification across various types of debt instruments and issuer jurisdictions. While both MGF and the Acquiring Fund may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis where payment and delivery take place at a future settlement date, including mortgage-backed securities purchased or sold in the TBA market, MGF may typically invest a greater

portion of its assets in such instruments. Additionally, while both MGF and the Acquiring Fund have the flexibility to invest in equity securities, the Acquiring Fund may typically invest a greater portion of its assets in such instruments. Both MGF and the Acquiring Fund normally invest their assets across different countries and regions, but both MGF and the Acquiring Fund have the flexibility to invest a significant percentage of their respective assets in a single country or region. The Acquiring Fund also normally invests its assets across different industries and sectors, but the Acquiring Fund has the flexibility to invest a significant percentage of its assets in a single industry or sector. MGF may invest a significant percentage of its assets in a single issuer or small number of issuers, while the Acquiring Fund typically invests its assets in a more diversified portfolio.

Both MGF and the Acquiring Fund may use derivatives for any investment purpose, including, but not limited to, increasing or decreasing exposure to a particular market, segment of the market, or security, increasing or decreasing interest rate or currency exposure, or as an alternative to direct investments. While both MGF and the Acquiring Fund use an active bottom-up investment approach to buying and selling investments, MGF may place greater emphasis relative to the Acquiring Fund on top-down factors, such as sector allocations and macroeconomic factors, in structuring its portfolio. Both MGF and the Acquiring Fund select investments primarily based on fundamental analysis of an issuer, which may include the consideration of ESG factors, where such factors are believed to materially impact the economic value of an issuer or instrument. Both MGF and the Acquiring Fund may also use quantitative screening tools in selecting investments for their respective portfolios. Both MGF and the Acquiring Fund are permitted to use leverage for investment purposes.

MIN: The principal investment strategies of MIN and the Acquiring Fund are similar; however, there are certain important differences. The Acquiring Fund has a policy to invest at least 80% of its net assets in fixed income securities. MIN does not have an 80% policy, but MIN normally invests its assets primarily in debt instruments. MIN generally invests substantially all of its assets in investment grade quality debt instruments, while the Acquiring Fund has more flexibility to invest in instruments of varying credit quality and the Acquiring Fund may invest up to 100% of its assets in below investment grade quality debt instruments. MIN normally seeks to maintain a dollar-weighted average effective maturity of between three years and ten years, whereas the Acquiring Fund does not have a target range for dollar-weighted average effective maturity. While both MIN and the Acquiring Fund have the flexibility to invest in various types of debt instruments and both MIN and the Acquiring Fund may invest in the securities of U.S. and foreign issuers, the Acquiring Fund invests its assets with a view toward broad diversification across various types of debt instruments and issuer jurisdictions, including potentially a greater allocation to issuers located in emerging market countries. While both MIN and the Acquiring Fund have the flexibility to invest in equity securities, the Acquiring Fund may typically invest a greater portion of its assets in such instruments. Both MIN and the Acquiring Fund normally invest their assets across different industries and sectors, but both MIN and the Acquiring Fund have the flexibility to invest a significant percentage of their respective assets in a single industry or sector. MIN may invest a significant percentage of its assets in a single issuer or small number of issues, while the Acquiring Fund typically invests its assets in a more diversified portfolio.

Both MIN and the Acquiring Fund may use derivatives for any investment purpose, including, but not limited to, increasing or decreasing exposure to a particular market, segment of the market, or security, increasing or decreasing interest rate or currency exposure, or as an alternative to direct investments. While both MIN and the Acquiring Fund use an active bottom-up investment approach to buying and selling investments, MIN may place greater emphasis relative to the Acquiring Fund on top-down factors, such as sector allocations and macroeconomic factors, in structuring its portfolio. Both MIN and the Acquiring Fund select investments primarily based on fundamental analysis of an issuer, which may include the consideration of ESG factors, where such factors are believed to materially impact the economic value of an issuer or instrument. Both MIN and the Acquiring Fund may also use quantitative screening tools in selecting investments for their respective portfolios. Both MIN and the Acquiring Fund are permitted to use leverage for investment purposes.

Each Fund currently operates as a diversified, closed-end investment company. Following the Reorganizations, the Combined Fund will continue to operate as a diversified, closed-end investment company.

Each Fund has a managed distribution plan currently in place, pursuant to which the respective Fund seeks to make a monthly distribution up to the following annual fixed rate of the Fund’s average monthly net asset value:

As discussed further under the section “REASONS FOR THE REORGANIZATIONS” of the Joint Proxy Statement/Prospectus, Aberdeen intends to increase the Combined Fund’s managed distribution rate to an annual fixed rate of 11.00% of the Combined Fund’s average monthly net asset value, subject to approval by the Combined Fund’s Board of an updated managed distribution plan for the Combined Fund following the consummation of the Reorganizations. In addition to requiring the approval of the Combined Fund’s Board, Aberdeen’s proposed increase to the Combined Fund’s managed distribution rate is subject to the Acquiring Fund’s shareholders approving both the investment advisory agreement appointing Aberdeen as the Combined Fund’s investment adviser and the election of the Aberdeen Board. In the event that the Acquiring Fund’s shareholders do not approve both of these proposals, MFS will remain the Combined Fund’s investment adviser following the consummation of the Reorganizations and the Acquiring Fund’s current managed distribution plan, including the annual managed distribution rate of up to 8.00% of the Combined Fund’s monthly net asset value, will continue to apply following the consummation of the Reorganizations.

Below is a comparison of the fees and expenses of each Fund before and after the Reorganizations based on the contractual management fee and total fund operating expense limitations for each Fund for the six months ended May 31, 2025 for CIF, MCR, and MGF, and for the twelve months ended October 31, 2025 for MIN, the Acquiring Fund. The pro forma information for the Combined Fund is for the twelve months ended October 31, 2025. Pro forma Combined Fund fees and expenses are estimated in good faith and are hypothetical. The level of expense savings (or increases) resulting from the Reorganizations will vary depending on the resulting size of the Combined Fund. Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. Additional information about the management of the Funds before and after the Reorganizations is included under the section “MANAGEMENT OF THE FUNDS” in the Joint Proxy Statement/Prospectus.

Pursuant to certain regulatory requirements, the fees and expenses in the tables below are expressed as a percentage of average daily net assets attributable to common shares, including with respect to the Pro Forma Combined Fund fees and expenses. If Aberdeen is appointed the Combined Fund’s investment adviser following the Reorganizations, pursuant to the new investment advisory agreement, the management fee rate will be based on the Combined Fund’s average daily “Managed Assets.” For purposes of calculating this annual management fee, “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding). The fees and expenses in the tables below (expressed as a percentage of average daily net assets attributable to common shares) may differ in both absolute and relative terms, if expressed as a percentage of average daily “Managed Assets.”

Annual expenses (as a percentage of average daily net assets attributable to Common Shares)

^ Excludes Interest Payments on Borrowed Funds including the reduction of Expenses

Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. The level of expenses incurred by the Combined Fund will vary depending on the resulting size of the Combined Fund. There can be no assurance that future expenses will not increase or that any expected expense savings for the applicable Fund will be realized.

The examples below illustrate the expenses that shareholders would pay on a $1,000 investment in common shares of each Fund, at NAV, assuming (1) that each Fund’s net assets do not increase or decrease, (2) that each Fund incurs total

annual expenses at the rate shown in the total annual operating expenses table above in years 1 through 10 (assuming that the applicable expense limitation agreement will only be in place through the dates noted above), (3) a 5% annual return, and (4) that the Reorganizations had occurred on October 31, 2025 with respect to the pro forma examples.

The expense examples should not be considered a representation of future expenses. Actual expenses may be higher or lower than those shown. The expense examples assume that the estimated Interest Payments on Borrowed Funds and Other Expenses set forth in the Annual Expenses table are accurate, that the rate listed under Total Annual Fund Operating Expenses remains the same each year and that all dividends and distributions are reinvested at NAV. The expense examples are based on the relevant fees and expense expressed as a percentage of average daily net assets attributable to common shares, as reflected in the tables above. Actual expenses may be greater or less than those assumed. Moreover, each Fund’s actual rate of return may be greater or less than the hypothetical 5% annual return shown in the applicable example.

A shareholder would pay the following expenses on a $1,000 investment, assuming a 5% annual return:

**Assumes Aberdeen is appointed investment adviser to the Combined Fund and all Reorganizations are approved.

The below chart compares the principal investment types for the Acquiring Fund and each Target Fund. A more detail description of each investment type can be found in Appendix [A] under “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS” or “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND” for the corresponding Fund. If Aberdeen is the adviser to the Acquiring Fund after the Reorganization, the investment types for the Combined Fund will be broadened. For a discussion of the Funds’ investment types, see “COMPARISON OF THE FUNDS – Comparison of Principal Investment Strategies.”

Because the Funds have identical investment objectives and different, but in most cases similar, principal investment strategies, many of the principal investment risks associated with an investment in the Combined Fund are substantially similar to those associated with an investment in the Target Funds. See the following section “Comparison of Principal Risks of Investing in the Funds” in this Joint Proxy Statement/Prospectus for a more detailed description of the material differences between the principal risks of investing in each Target Fund compared to investing in the Acquiring Fund.

The Target Funds, the Acquiring Fund, and the Combined Fund are each subject to a managed distribution plan. Following the consummation of the Reorganizations, appointment of Aberdeen as manager to the Combined Fund, and subject to the approval of the Aberdeen Board of the Combined Fund, the Combined Fund’s dividend yield is expected to be higher when compared with that of each Target Fund prior to the Reorganizations. The Combined Fund’s managed distribution rate will be subject to annual review as well as regular review by the Combined Fund’s Board, and such Fund’s managed distribution rate may change over time. Please see the section titled “DIVIDENDS AND DISTRIBUTIONS” for further information about the Funds’ dividends and distributions.

A Fund’s earnings and net investment income can be expected to vary depending on many factors, including its asset mix, portfolio turnover level, the amount of leverage utilized by the Fund, the costs of such leverage, the movement of interest rates and general market conditions. There can be no assurance that the future earnings of a Fund, including the Combined Fund after the Reorganizations, will not decline. In addition, the Combined Fund’s future earnings may vary depending on the combination of the proposed Reorganizations and the resulting size of the Combined Fund after the capital gain distributions.

As with any capital stock, the price of each Fund’s common shares will fluctuate based on market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Each Fund’s common shares are designed for long-term investors and should not be treated as trading vehicles. Shares of closed-end management investment companies frequently trade at a discount from their NAV. This risk may be greater for investors who sell their shares in a relatively short period of time after consummation of the Reorganizations.

The common shares of each Fund have historically fluctuated between a discount and a premium. As of November 30, 2025, each Fund traded at a discount to its respective NAV. To the extent that a Target Fund’s shares are trading at a wider discount (or a narrower premium) than the Acquiring Fund’s shares at the time of the Target Fund’s Reorganization, such Target Fund’s shareholders would have the potential for an economic benefit. To the extent that a Target Fund’s shares are trading at a narrower discount (or wider premium) than the Acquiring Fund’s shares at the time of the Target Fund’s Reorganization, such Target Fund’s shareholders may be negatively impacted if the Reorganizations are consummated. The Combined Fund’s shareholders would only benefit from a discount perspective to the extent the post-Reorganization discount (or premium) improves.

There can be no assurance that, after the Reorganizations, common shares of the Combined Fund will trade at, above or below NAV. Upon consummation of the Reorganizations, the Combined Fund shares may trade at a price that is less than the Acquiring Fund’s current NAV and current market price. In the Reorganizations, shareholders of each Target Fund will receive common shares of the Acquiring Fund based on the relative NAVs (not the market values) of each respective Target Fund’s common shares. The market value of the common shares of the Combined Fund that shareholders receive may be less than the market value of the common shares of the Target Fund that shareholders held prior to the Reorganizations.

In connection with the Reorganizations, some of the Funds may realize capital losses from the sale of portfolio securities. If any Fund realizes capital gains from the sale of portfolio securities, it has capital loss carryforwards that would likely offset any capital gains, thus avoiding the potential for a capital gain distribution to its shareholders. See “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS” in this Joint Proxy Statement/Prospectus for a summary of certain U.S. federal income tax consequences of the Reorganizations.

Certain of the principal risks of the Funds are different. Additionally, the Funds may share similar principal risks, but describe such principal risks differently. The following chart reflects the risks that are applicable to each Fund, and the principal risks of the Funds are summarized below, including any key differences applicable to certain of the Funds.

Anti-Takeover Provisions Risk (same for each Fund): The Fund’s declaration of trust includes provisions that could limit the ability of other persons or entities to acquire control of the Fund, to convert the Fund to an open-end fund, or to change the composition of the Fund’s Board of Trustees. These provisions could reduce the opportunities for shareholders to sell their shares at a premium over the then-current market price.

Company Risk (Acquiring Fund and CIF only): Changes in the financial condition of a company or other issuer, changes in specific market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that affect a particular type of investment or issuer, and changes in general market, economic, political, regulatory, geopolitical, environmental, public health, and other conditions can adversely affect the prices of investments. The value of an investment held by the Fund may decline due to factors directly related to the issuer, such as competitive pressures, cybersecurity incidents, financial leverage, historical and/or prospective earnings, management performance, labor and supply shortages, investor perceptions, and other factors. The prices of securities of smaller, less well-known issuers can be more volatile than the prices of securities of larger issuers or the market in general.

Counterparty and Third Party Risk (same for each Fund): Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the Fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the Fund.

Credit Risk (same for each Fund): The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. Debt instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could negatively affect the market value and liquidity of a debt instrument. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including mortgage-backed securities and other securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.

(Acquiring Fund, MCR, and CIF only) Below investment grade quality debt instruments can involve a substantially greater risk of default or can already be in default, and their values can decline significantly over short periods of time. Below investment grade quality debt instruments are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and principal. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The market for below investment grade quality debt instruments can be less liquid, especially during periods of recession or general market decline.

(MGF only) Government securities not supported as to the payment of principal or interest by the full faith and credit of the government are subject to greater credit risk than are government securities supported by the full faith and credit of the government.

Currency Risk (Acquiring Fund, MCR, and MGF only): Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries. In addition, a decline in the value of a foreign currency relative to the U.S. dollar reduces the value of the foreign currency and investments denominated in that currency. In addition, the use of foreign exchange contracts to reduce foreign currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. The value of foreign currencies relative to the U.S. dollar fluctuates in response to, among other factors, interest rate changes, intervention (or failure to intervene) by the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency controls, and other political or regulatory conditions in the United States or abroad. Foreign currency values can decrease significantly both in the short term and over the long term in response to these and other conditions.

Debt Market Risk (same for each Fund): Debt markets can be volatile and can decline significantly in response to changes in, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including sanctions, the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.

Derivatives Risk (same for each Fund): Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the Fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.

Emerging Markets Risk (Acquiring Fund, MCR, and MGF only): Investments tied economically to emerging markets, especially frontier markets (emerging markets that are early in their development), can involve

additional and greater risks than the risks associated with investments in developed markets. Emerging markets typically have less developed economies and markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, less trading volume, less stringent investor protection and disclosure standards, less reliable settlement practices, greater government involvement in the economy, and greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments than developed countries. Financial and other disclosures by emerging market issuers may be considerably less reliable than disclosures made by issuers in developed markets. In addition, the Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, may not be able to inspect audit work papers in certain emerging market countries. Emerging markets can also be subject to greater political, social, geopolitical, and economic instability and more susceptible to environmental problems. In addition, many emerging market countries with less established health care systems have experienced outbreaks of pandemics or contagious diseases from time to time. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

Equity Market Risk (Acquiring Fund and CIF only): Equity markets are volatile and can decline significantly in response to changes in, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single issuer or type of security, issuers within a broad market sector, industry or geographic region, or the equity markets in general. Different parts of the market and different types of securities can react differently to these conditions. For example, the stocks of growth companies can react differently from the stocks of value companies, and the stocks of large cap companies can react differently from the stocks of small cap companies. Certain changes or events, such as political, social, or economic developments, including political elections, increasing or negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including sanctions, the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events, can have a dramatic adverse effect on equity markets and may lead to periods of high volatility in an equity market or a segment of an equity market.

Foreign Risk (same for each Fund): Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or the threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Sanctions, or the threat of sanctions, may cause volatility in regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the Fund. In the event of nationalization, expropriation, confiscation or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. Civil unrest, geopolitical tensions, armed conflicts, wars, and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to emerging markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.

(Acquiring Fund and CIF only) Investments in foreign issuers through depositary receipts generally involve risks applicable to other types of foreign investments. Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market.

Focus Risk (Acquiring Fund, MCR, and CIF only): Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health,

and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The Fund’s performance will be affected by the conditions in the industries, sectors, countries, and regions to which the Fund is exposed.

(MGF and MIN only): Issuers in a single country or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The Fund’s performance will be affected by the conditions in the countries and regions to which the Fund is exposed. If MFS invests a significant percentage of the Fund’s assets in a single issuer or small number of issuers, the Fund’s performance will be affected by economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that impact that one issuer or issuers, could be closely tied to the value of that issuer or issuers, and could be more volatile than the performance of more diversified funds.

Inflation-Adjusted Debt Instruments Risk (MGF only): Interest payments on inflation-adjusted debt instruments can be unpredictable and vary based on the level of inflation. If inflation is negative, principal and income both can decline. In addition, the measure of inflation used may not correspond to the actual rate of inflation experienced by a particular individual.

Interest Rate Risk (same for each Fund): The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Inflationary price movements may cause fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. Potential future changes in government and/or central bank monetary policy and action may also affect the level of interest rates. Monetary policy measures have in the past, and may in the future, exacerbate risks associated with rising interest rates. Interest rate risk is generally greater for fixed-rate instruments than floating-rate instruments and for instruments with longer maturities or durations, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Fluctuations in the market price of fixed-rate instruments held by the Fund may not affect interest income derived from those instruments, but may nonetheless affect the Fund’s share price, especially if an instrument has a longer maturity or duration and is therefore more sensitive to changes in interest rates.

(MGF only) Inflation-adjusted debt instruments tend to react to changes in “real” interest rates. “Real” interest rates represent nominal interest rates reduced by the inflation rate.

Investment Selection Risk (same for each Fund): MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the Fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the Fund invests. In addition, to the extent MFS considers quantitative tools in managing the Fund, such tools may not work as expected or produce the intended results. In addition, MFS or the Fund’s other service providers may experience disruptions or operating errors that could negatively impact the Fund.

Leveraging Risk (same for each Fund): If the Fund utilizes investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed. The use of leverage is a speculative investment technique that results in greater volatility in the Fund’s net asset value. To the extent that investments are purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, the Fund’s net asset value will increase or decrease at a greater rate than a comparable unleveraged fund. If the investment income or gains earned from the investments purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, fails to cover the expenses of leveraging, the Fund’s net asset value is likely to decrease more quickly than if the Fund was not leveraged. In addition, the Fund’s distributions could be reduced. The Fund is currently required under the Investment Company Act of 1940 (“1940 Act”) to maintain asset coverage of at least 200% on outstanding preferred shares and at least 300% on outstanding indebtedness; however, the Fund may be required to abide by asset coverage or other requirements that are more stringent than those imposed by the 1940 Act. The Fund

may be required to sell a portion of its investments at a time when it may be disadvantageous to do so in order to redeem preferred shares or to reduce outstanding indebtedness to comply with asset coverage or other restrictions including those imposed by the 1940 Act, any applicable loan agreement, any applicable offering documents for preferred shares issued by the Fund, and the rating agencies that rate the preferred shares. The Fund may be prohibited from declaring and paying common share dividends and distributions if the Fund fails to satisfy the 1940 Act’s asset coverage requirements or other agreed upon asset coverage requirements. In these situations, the Fund may choose to repurchase or redeem any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements. The expenses of leveraging are paid by the holders of common shares. Borrowings from a bank or preferred shares may have a stated maturity. If this leverage is not extended prior to maturity or replaced with the same or a different form of leverage, distributions to common shareholders may be decreased.

Certain transactions and investment strategies can result in leverage. Because movements in a Fund’s share price generally correlate over time with the Fund’s net asset value, the market price of a leveraged fund will also tend to be more volatile than that of a comparable unleveraged fund. The costs of an offering of preferred shares and/or borrowing program would be borne by shareholders.

Under the terms of any loan agreement or of a purchase agreement between the Fund and the investor in the preferred shares, as the case may be, the Fund may be required to, among other things, limit its ability to pay dividends and distributions on common shares in certain circumstances, incur additional debts, engage in certain transactions, and pledge some or all of its assets at an inopportune time. Such agreements could limit the Fund’s ability to pursue its investment strategies. The terms of any loan agreement or purchase agreement could be more or less restrictive than those described.

(Acquiring Fund, MCR, MFG, and MIN only): Under guidelines generally required by a rating agency providing a rating for any preferred shares, the Fund may be required to, among other things, maintain certain asset coverage requirements, restrict certain investments and practices, and adopt certain redemption requirements relating to preferred shares. Such guidelines or the terms of a purchase agreement between a Fund and the investor in the preferred shares could limit the Fund’s ability to pursue its investment strategies. The guidelines imposed with respect to preferred shares by a rating agency or an investor in the preferred shares could be more or less restrictive than those described.

Liquidity Risk (same for each Fund): Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including trading halts, sanctions, or wars. Investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment may also adversely affect liquidity. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the Fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the Fund. In addition, the Fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the Fund. The prices of illiquid securities may be more volatile than more liquid investments.

Managed Distribution Plan Risk (same for each Fund): The Fund may not be able to maintain a monthly distribution at the stated (reflected in the table below) annual fixed rate of the Fund’s average monthly net asset value due to many factors, including but not limited to, changes in market returns, fluctuations in market interest rates, and other factors. If income from the Fund’s investments is less than the amount needed to make a monthly distribution, the Fund may distribute a return of capital to pay the distribution. In certain cases, the Fund may sell portfolio investments at less opportune times in order to pay such distribution. Distributions that are treated as a return of capital for U.S. income tax purposes will have the effect of reducing the Fund’s assets and could increase the Fund’s expense ratio. If a portion of the Fund’s distributions represents returns of capital over extended periods, the Fund’s assets may be reduced over time to levels where the Fund is no longer viable and might be liquidated.

Each Fund has a managed distribution plan currently in place to pay a monthly distribution up to the following annual fixed rate of the Fund’s average monthly net asset value:

Market Discount/Premium Risk (same for each Fund): The market price of shares of the Fund will be based on factors such as the supply and demand for shares in the market and general market, economic, industry, political or regulatory conditions. Whether shareholders will realize gains or losses upon the sale of shares of the Fund will depend on the market price of shares at the time of the sale, not on the Fund’s net asset value. The market price may be lower or higher than the Fund’s net asset value. Shares of closed-end funds frequently trade at a discount to their net asset value.

Municipal Risk (MIN only): The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, market and economic conditions and developments, issuer, industry-specific and other conditions, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters. Municipal instruments can be less liquid than other types of investments and there may be less publicly available information about the issuers of municipal instruments compared to other issuers. If the Internal Revenue Service (the IRS) or a state taxing authority determines that an issuer of a municipal instrument has not complied with applicable tax requirements, interest from the instrument could become taxable (including retroactively) and the instrument could decline significantly in price. Because many municipal instruments are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer, conditions in these industries can significantly affect the Fund and the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.

Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. Factors contributing to the economic stress on municipal issuers may include a decrease in revenues supporting the issuer’s bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing revenue bonds due to closures and/or curtailment of services and/or changes in consumer behavior.

Operational and Cybersecurity Risk (same for each Fund): The Fund and its service providers, and the ability to transact in Fund shares, may be negatively impacted due to operational matters arising from, among other issues, human errors, systems and technology disruptions or failures, fraudulent activities, or cybersecurity incidents. Operational issues and cybersecurity incidents may cause the Fund or its service providers, as well as securities trading venues and other market participants, to suffer data corruption and/or lose operational functionality, and could, among other things, impair the ability to calculate the Fund’s net asset value per share, impede trading of portfolio securities, and result in the theft, misuse, and/or improper release of confidential information relating to the Fund or its shareholders. Such operational issues and cybersecurity incidents may result in losses to the Fund and its shareholders. Because technology is frequently changing, new ways to carry out cyberattacks continue to develop. Therefore, there is a chance that certain risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the ability of the Fund and its service providers to plan for or respond to a cyberattack. Furthermore, geopolitical tensions could increase the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-states or from entities with nation-state backing.

Prepayment/Extension Risk (same for each Fund): Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.

When-Issued, Delayed Delivery, and Forward Commitment Transaction Risk (MGF only): The purchaser in a when-issued, delayed delivery or forward commitment transaction assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued or delivered as anticipated, and the seller loses the opportunity to benefit if the price of the security rises. When-issued, delayed delivery, and forward commitment transactions, including TBA transactions, can involve leverage.

The fundamental investment restrictions for each Fund are materially the same with the exception of the industry concentration policy. Each Fund has a fundamental investment restriction that the Fund may not purchase any securities of an issuer in a particular industry if as a result 25% or more of the Fund’s total assets would be invested in securities of issuers whose principal business activities are in the same industry, except that the Acquiring Fund and MCR may invest up to 40% of the value of the respective Fund’s assets in issuers in the electric utility and telephone industries. The fundamental investment restrictions for CIF, MGF, and MIN do not provide for any additional flexibility concerning purchasing securities of issuers in a particular industry.

Based on the considerations below, the Board of each Target Fund voting separately, including the Independent Trustees, has determined that the Target Fund’s participation in the Reorganization would be in the best interests of the Target Fund and that the interests of the Target Fund’s existing shareholders would not be diluted as a result of the Reorganization. The Board of each Target Fund approved the Target Fund’s Reorganization and recommends that shareholders of the Target Fund approve such Reorganization.

The Board of each Target Fund considered and discussed matters relating to such Fund’s respective Reorganization at a [joint] meeting of the Boards held on December 10, 2025 (the “Meeting”). In connection with the Meeting, the Target Funds’ current investment adviser, MFS, and Aberdeen, the proposed new investment adviser for the Combined Fund, and their respective affiliates provided each Board with background materials, analyses, and other information regarding, among other things, the topics discussed below, and also responded to questions raised by each Board during the Meeting. At the Meeting, the Independent Trustees of each Board also met separately with their independent counsel to consider and discuss each Reorganization.

The Board of each Target Fund considered each Reorganization individually with respect to the interests of each Target Fund and its respective shareholders, as well as in the context of the broader Transaction and determined each Reorganization is in the best interests of the Target Fund whether or not the Transaction is ultimately approved and consummated. The determination to approve each Reorganization was made on the basis of each Trustee’s business judgment after consideration of all of the factors deemed relevant to each Trustee taken as a whole, though individual Trustees may have placed different weights on various factors and assigned different degrees of materiality to various conclusions. After careful consideration, each Board, including the Independent Trustees thereof, unanimously approved each Reorganization.

In reaching the decision to approve the Reorganization for each Target Fund and recommend that the shareholders of each Target Fund vote to approve the Reorganization for each such Fund, the Board considered a number of factors, including, among others and in no order of priority:

Certain of the factors considered by the Board of each Target Fund are discussed in more detail below.

CONTINUITY OF INVESTMENT PROGRAM. Each Board took into account the fact that each Target Fund and the Acquiring Fund have substantially similar investment objectives and substantially similar or similar principal investment strategies.

ECONOMIES OF SCALE. With regard to the Reorganizations and the Transaction, each Board considered the potential to realize immediate economies associated with consolidating each Target Fund into the larger Combined Fund and that the Acquiring Fund and later the Combined Fund may over time be able to take advantage of economies of scale associated with larger funds. [Each of MFS and Aberdeen represented to each Board its belief that the Combined Fund has a greater potential for growth than each individual Target Fund.] A larger fund may have an enhanced ability to effect portfolio transactions on favorable terms and may have greater investment flexibility.

TAX CONSEQUENCES. Each Board examined the relative tax situations of the Target Funds and the Acquiring Fund. Each Board also considered the anticipated tax-free nature of the exchange of shares in the Reorganizations and other expected U.S. federal income tax consequences of the Reorganizations (such as the resulting tax impact of each proposed Reorganization to the Target Funds’ shareholders[, including the considerations concerning the effect of loss and loss carryforward positions of the affected Funds]).

[EXPENSE RATIO. [Each Board took into account the expected effects of the Reorganization on the Target Fund’s effective management fee rate and total expense ratio.]

With respect to the CIF Reorganization, the Board considered that, based on current net assets as of May 31, 2025 (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs), MFS expects such Reorganization will result in a total net expense ratio decrease of approximately 47 bps relative to the Combined Fund, assuming Aberdeen is appointed as investment adviser of the Combined Fund.

With respect to the MCR Reorganization, the Board considered that, based on current net assets as of May 31, 2025 (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs), MFS expects such Reorganization will result in a total net expense ratio increase of approximately 8 bps relative to the Combined Fund, assuming Aberdeen is appointed as investment adviser of the Combined Fund.

With respect to the MGF Reorganization, the Board considered that, based on current net assets as of May 31, 2025 (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs), MFS expects such Reorganization will result in a total net expense ratio increase of approximately 7 bps relative to the Combined Fund, assuming Aberdeen is appointed as investment adviser of the Combined Fund, with such increase attributed to the Combined Fund’s use of leverage.

With respect to the MIN Reorganization, the Board considered that, based on current net assets as of October 31, 2025 (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs), MFS expects such Reorganization will result in a total net expense ratio increase of approximately 14 bps relative to the Combined Fund, assuming Aberdeen is appointed as investment adviser of the Combined Fund, with such increase attributed to the Combined Fund’s use of leverage.

INVESTMENT PERFORMANCE. Each Board considered the relative performance record of each Target Fund and the Acquiring Fund, noting, however, that past performance is no guarantee of future results. Among other factors, each Board considered the relative performance of the Target Funds and the Acquiring Fund for periods ending September 30, 2025, noting that:

Each Reorganization was also reviewed by the Acquiring Fund’s Board of Trustees, with the advice and assistance of Fund counsel and independent legal counsel to the Acquiring Fund’s Board. At special meetings of the Board in on December 10, 2025, the Acquiring Fund’s Board considered the Reorganization of each Target Fund into the Acquiring Fund and determined that participation by the Acquiring Fund was in the best interests of the Acquiring Fund and that the interests of existing shareholders of the Acquiring Fund would not be diluted as a result of the Reorganization.

After consideration of these and other factors they deemed appropriate, the Board of each Target Fund (including the Independent Trustees voting separately) determined that the respective Reorganization was in the best interests of the respective Target Fund and would not dilute the interests of the existing shareholders of such Target Fund.

Each Board noted that if Target Fund shareholders approve the applicable Reorganization and Acquiring Fund shareholders approve the Acquiring Fund Proposals, Aberdeen will serve as the Combined Fund’s investment adviser and the Aberdeen Board will oversee the Combined Fund. Each Board considered that it is possible that certain Reorganizations and the Transaction may proceed even if shareholders of certain other Target Funds do not approve the Reorganization for their respective Target Fund. However, if shareholders of certain of the Target Funds do not approve the Reorganizations and if other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed.

In particular, each Board considered that if Acquiring Fund shareholders do not approve the issuance of Acquiring Fund Shares in connection with the Reorganization, the Reorganizations of MCR, MIN, and MGF will not occur, but CIF’s Reorganization may be consummated. Each Board also noted that if (i) Acquiring Fund shareholders do not approve the Acquiring Fund Proposals approving Aberdeen as the Combined Fund’s investment adviser and electing the Aberdeen Board, (ii) Target Fund shareholders approve the applicable Reorganization, and (iii) the Acquiring Fund shareholders approve the issuance of Acquiring Fund Shares in connection with the Reorganizations, then MFS will serve as the investment adviser to the Combined Fund and the current Board will oversee the Combined Fund. Each Board also considered that, if a Target Fund’s shareholders do not approve the Reorganization, or if the Acquiring Fund’s shareholders do not approve the issuance of Acquiring Fund Shares, then MFS may recommend alternative proposals to the relevant Target Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization.

The Board of each Fund is responsible for the overall supervision of the operations of the respective Fund and performs the various duties imposed on the directors of investment companies by the 1940 Act and under Massachusetts law. A list of the Trustees, a brief biography for each Trustee, and additional information relating to the Combined Fund’s Board is included in the Statement of Additional Information.

As previously discussed, in connection with the Reorganizations the shareholders of the Acquiring Fund are being asked to approve the appointment of the Aberdeen Board as the Combined Fund’s board of trustees following

the consummation of the Reorganizations. A list of trustees serving on the Aberdeen Board, including a brief biography and certain important information, is included in the Statement of Additional Information.

In the event that shareholders of the Acquiring Fund do not approve the Acquiring Fund Proposals, and specifically, do not both approve the appointment of Aberdeen as the Combined Fund’s investment adviser and elect the Aberdeen Board as the Combined Fund’s board of trustees, the Acquiring Fund’s current Board will continue to serve in such capacity for the Combined Fund following the consummation of the Reorganizations, and MFS will continue to serve as the investment adviser.

MFS is the investment adviser for each Fund. MFS is located at 111 Huntington Avenue, Boston, Massachusetts and is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). Net assets under the management of the MFS organization were approximately $655.2 billion as of November 30, 2025. Each Fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the Fund. The current advisory fees payable to MFS for each Fund, as well as any existing contractual expense limitation or fee waiver arrangements agreed to by MFS and the relevant Fund’s Board, including the duration of such expense limitation or fee waiver, are discussed further below.

As previously discussed in this Joint Proxy Statement/Prospectus, the Acquiring Fund’s shareholders are separately being asked to approve a new investment advisory agreement between the Acquiring Fund and Aberdeen appointing Aberdeen as the investment adviser for the Combined Fund following the consummation of the Reorganizations.

Aberdeen and its affiliates manage assets on behalf of clients and customers from more than 20 investment centers, aided by support staff located in over 25 locations across the UK, Europe, the Middle East, Americas and Asia. This proximity to markets feeds Aberdeen’s and its affiliates’ investment insight and allows them to understand the needs of its clients more closely. The details of the advisory fee payable to Aberdeen for the management of the Combined Fund, as well as any proposed contractual expense limitations or fee waivers, are discussed further below.

In the event that shareholders of the Acquiring Fund do not both (a) approve the appointment of Aberdeen as the Combined Fund’s investment adviser and (b) elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will continue to serve as the investment adviser for the Combined Fund following the consummation of the Reorganizations.

A discussion regarding the basis for the approval of each current investment advisory agreement by the Board of each Fund is provided in such Fund’s Form N-CSR or N-CSRS, as applicable, for such Fund’s most recent fiscal year end or such Fund’s most recent fiscal semi-annual period, available at www.sec.gov or by visiting mfs.com.

CIF. Pursuant to its investment advisory agreement with MFS, CIF, pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.65% of CIF’s average daily net assets. Additionally, CIF pays MFS a monthly fee equal to 20% of CIF’s leverage income after deducting the expenses of leveraging (“net leverage income”); provided, however, if CIF’s net leverage income is less than zero, MFS will reduce its management fee by an amount equivalent to the percentage indicated of CIF’s net leverage income. The management fee incurred for

the six months ended May 31, 2025, was equivalent to an annual effective rate of 0.75% of CIF’s average daily net assets.

MFS has additionally agreed in writing with CIF’s Board to pay a portion of CIF’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), and investment-related expenses, such that CIF’s total fund operating expenses do not exceed 1.34% annually of CIF’s average daily net assets. This written agreement will continue until modified by CIF’s Board, but such agreement will continue at least until November 30, 2027.

MCR. Pursuant to its investment advisory agreement with MFS, MCR, pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.32% of MCR’s average daily net assets and 4.57% of MCR’s gross income less interest expense from leveraging. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from MCR’s investment income reported in MCR’s annual financial report. The management fee, from net assets and gross income, incurred for the six months ended May 31, 2025, was equivalent to an annual effective rate of 0.60% of MCR’s average daily net assets.

MGF. Pursuant to its investment advisory agreement with MFS, MGF, pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.32% of MGF’s average daily net assets and 5.33% of MGF’s gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in MGF’s annual financial report. MFS has agreed with MGF’s Board to reduce its management fee paid by MGF to the lesser of the contractual management fee as set forth above or 0.85% of MGF’s average daily net assets. This written agreement will continue until modified by MGF’s Board, but such agreement will continue at least until November 30, 2026. For the twelve months ended May 31, 2025, MGF’s average daily net assets and gross income fees did not meet the threshold required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the six months ended May 31, 2025, was equivalent to an annual effective rate of 0.54% of MGF’s average daily net assets.

MFS has additionally agreed in writing with MGF’s Board to pay a portion of MGF’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), and investment-related expenses, such that MGF’s total fund operating expenses do not exceed 0.80% annually of MGF’s average daily net assets. This written agreement will continue until modified by MGF’s Board, but such agreement will continue at least until November 30, 2027.

MIN. Pursuant to its investment advisory agreement with MFS, MIN, pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.32% of the MIN’s average daily net assets and 5.65% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in MIN’s annual financial report. MFS has agreed with MIN’s Board to reduce its management fee paid by MIN to the lesser of the contractual management fee as set forth above or 0.85% of MIN’s average daily net assets. This written agreement will continue until modified by MIN’s Board, but such agreement will continue at least until October 31, 2026. For the year ended October 31, 2025, MIN’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the year ended October 31, 2025 was equivalent to an annual effective rate of 0.55% of MIN’s average daily net assets.

Pursuant to its investment advisory agreement with MFS, the Acquiring Fund pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.34% of the Acquiring Fund’s average daily net assets and 5.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and excludes the amortization of premium, which may differ from investment income reported in the Acquiring Fund’s annual financial report. The management fee, from net assets and gross income, incurred for the year ended October 31, 2025 was equivalent to an annual effective rate of 0.78% of the Acquiring Fund’s average daily net assets.

If Aberdeen is appointed the Combined Fund’s investment adviser following the Reorganizations, a new investment advisory agreement between Aberdeen and the Combined Fund, as approved by the Acquiring Fund’s shareholders, will set forth a management fee structure to compensate Aberdeen for a continuous investment program and overall investment strategy provided to the Combined Fund. Pursuant to the new investment advisory agreement, the Combined Fund will pay Aberdeen a management fee that will be computed daily and paid monthly at an annual rate of 0.85% of the Combined Fund’s average daily managed assets. If Aberdeen is appointed investment adviser to the Combined Fund, Aberdeen has agreed in writing to pay a portion of the Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses such that the Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets. This written agreement will continue two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto and subject to approval by the Aberdeen Board.

In the event that the Reorganizations are approved by all or a subset of the Target Fund’s shareholders, but the Acquiring Fund’s shareholders do not both (a) approve the appointment of Aberdeen as the investment adviser of the Combined Fund and (b) elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will remain the investment adviser of the Combined Fund pursuant to MFS’ current investment advisory agreement with the Acquiring Fund. Under this scenario, the management fee structure that is currently in place with respect to the Acquiring Fund and MFS, as discussed above, will remain unchanged[; however, if MFS remains the investment adviser to the Combined Fund, MFS has agreed in writing to pay a portion of the Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s [average daily Managed Assets (as described above)]. This written agreement will continue for a period of at least two years from the Closing Date, unless extended, terminated, modified or revised by mutual agreement of the parties thereto and subject to approval by the MFS Board.].

If Aberdeen is approved as investment adviser for the Acquiring Fund. Following the consummation of the Reorganizations, the portfolio managers who will be jointly and primarily responsible for the day-to-day management of the Combined Fund are as follows:

If Aberdeen is not approved as investment adviser for the Acquiring Fund. As discussed above, if the shareholders of the Acquiring Fund do not both (a) approve the appointment of Aberdeen as the investment adviser of the Combined Fund and (b) elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will continue to serve as the investment adviser of the Combined Fund following the consummation of the Reorganizations. In the event that MFS serves as the investment adviser of the Combined Fund, the portfolio managers that will be jointly and primarily responsible for the day-to-day management of the Combined Fund will be the same as the portfolio managers currently managing the Acquiring Fund and are listed in the following table:

The portfolio managers jointly and primarily responsible for the day-to-day management of each of the Target Funds are as follows:

The Statement of Additional Information provides additional information about the Combined Fund’s portfolio managers’ compensation, other accounts managed by the Combined Fund’s portfolio managers, and the portfolio managers’ ownership of securities in the Combined Fund.

In the event that shareholders of the Acquiring Fund appoint Aberdeen as the Combined Fund’s investment adviser and elect the Aberdeen Board as the Combined Fund’s board of trustees following the consummation of the Reorganizations, Christian Pittard, an interested Trustee, is a non-resident of the United States and has all, or a substantial part, of his assets located outside the United States. Christian Pittard has not authorized an agent for service of process in the United States. As a result, it may be difficult for U.S. investors to effect service of process upon such Trustee within the United States or to effectively enforce judgments of courts of the United States predicated upon civil liabilities of the Trustee under the federal securities laws of the United States.

As of [December 31, 2025], the Funds do not have any shareholders that would be classified as “control persons”. Under the 1940 Act, control is generally understood to exist where a person or organization beneficially owns more than 25% of the outstanding common shares of a Fund.

The investment advisers to the Funds may place portfolio transactions, to the extent permitted by law, with brokerage firms affiliated with each Fund and the investment advisers, if they reasonably believe that the quality of execution and the commission are comparable to that available from other qualified brokerage firms. None of the Funds paid brokerage commissions to affiliated broker-dealers during their three most recent fiscal years.

The professional service providers for the Target Funds, other than the investment advisers described above, are as follows:

The professional service providers for the Combined Fund, other than the investment advisers described above, are as follows:

Administrator. MFS, 111 Huntington Avenue, Boston, MA 02199, serves as the administrator to the Target Funds and will serve as the administrator to the Combined Fund following the consummation of the Reorganizations in the event that the Acquiring Fund’s shareholders do not both (i) approve the appointment of Aberdeen as the Combined Fund’s investment adviser and (ii) elect the Aberdeen Board as the Combined Fund’s board of trustees. If the Acquiring Fund’s shareholders approve both of the aforementioned proposals, abrdn Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103, will serve as the Combined Fund’s administrator following the consummation of the Reorganizations.

Custodian. All securities owned by each of the Funds and all cash including proceeds from the sale of securities in each such Fund’s investment portfolio, are held by SSB, One Congress Street, Suite 1, Boston, MA 02114, as custodian.

Transfer Agent and Dividend Paying Agent. Computershare, P.O. Box 43078, Providence, Rhode Island 02940, serves as each Fund’s transfer agent and dividend paying agent with respect to each Fund’s common shares.

Each Fund pays all of its expenses, including organization expenses; fees of its investment adviser, administrator, custodian and transfer agent; fees of Trustees who are not interested persons (as defined in the 1940 Act); out of pocket expenses of all Trustees and officers, including those affiliated with Fund management which may be reimbursed under the Fund’s reimbursement policy regarding fund-related expenses; other expenses related to meetings of Trustees; legal fees and expenses; costs of insurance; costs of shareholders’ meetings, proxy statements and shareholder reports; investor relations fees and expenses; interest expenses; taxes and governmental fees, including original issue taxes or transfer taxes related to portfolio transactions; brokerage commissions and other portfolio transaction expenses; auditing and accounting fees and expenses; and costs of regulatory filings and compliance. Please see the sub-sections above titled “Target Funds,” and “Combined Fund” for a discussion of the relevant operating expense limitation agreements between MFS or Aberdeen, as applicable, and the Board of certain Funds.

As of November 30, 2025, none of the Funds, Funds’ investment advisers, and the Funds’ underwriters are subject to any material pending legal proceedings, other than ordinary routine litigation incidental to the Reorganization or service provided to the Funds, in the case of the Fund’s investment advisers and underwriters.

The Board of each Fund may authorize separate classes of shares together with such designation of preferences, rights, voting powers, restrictions, limitations, qualifications, or terms as may be determined from time to time by the Board of such Fund. The tables below set forth the capitalization of the Target Funds as of October 31, 2025, reflecting the pro forma capitalization of the Combined Fund as if the proposed Reorganizations of all of the Target Funds had occurred on October 31, 2025, which represents, in MFS’ view, the most likely combination of the Reorganizations. Tables reflecting the pro forma capitalization of the Acquiring Fund are set forth below.

The table below sets forth the capitalization of each Target Fund and the Acquiring Fund as of October 31, 2025, and the pro forma capitalization of the Combined Fund as if the Reorganizations had occurred on that date.

(b) Reflects the exchange of Acquired Fund shares for Acquiring Fund Shares as a result of the Reorganizations.

Shareholders of each Fund are entitled to share pro rata in dividends declared by such Fund’s Board as payable to holders of the Fund’s common shares and in the net assets of the Fund available for distribution to holders of the common shares. Shareholders do not have preemptive or conversion rights and each Fund’s common shares are not redeemable. The outstanding common shares of each Fund are fully paid and non-assessable.

Purchase and sale procedures for the common shares of each of the Funds are identical. Investors typically purchase and sell common shares of the Funds through a registered broker-dealer on an exchange, thereby incurring a brokerage commission set by the broker-dealer. Shares of each of the Funds are traded on the New York Stock Exchange (“NYSE”).

The following tables set forth the high and low market prices for common shares of each Fund on its principal trading market for each quarterly period within each Fund’s two most recent fiscal years and each full fiscal quarter since the beginning of each Fund’s current fiscal year, if any, along with the net asset value and discount or premium to net asset value for each quotation.

As of [December 11, 2025], the share price and corresponding NAV and premium/discount for each Fund was:

Historically, the common shares of each Fund have traded at both a premium and discount to net asset value.

Each Fund’s Board has approved certain actions that may be used, when appropriate, to manage each Fund’s discount on an ongoing basis, including (i) authorizing on-going open-market share repurchases of each Fund’s common shares once a Fund’s discount exceeds 8.00%, (ii) authorizing the implementation of a managed distribution plan for each Fund, and (iii) approving the initial use and renewal of leverage by the Funds through a bank line of credit for the purposes of seeking enhanced yield and increased total return for each Fund. While each Fund’s Board believes the above actions may be effective at reducing or limiting the size of a Fund’s discount, there is no guarantee that these actions have or will achieve the intended outcome or that the effects of these actions have or will impact a Fund’s discount over the long term.

The performance table below illustrates the past performance of an investment in common shares of each Fund by setting forth the average total returns for the Fund for the periods indicated. A Fund’s past performance does not necessarily indicate how its common shares will perform in the future. Investment return and principal value of an investment will fluctuate so that the common shares, when sold, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted, and numbers presented below may reflect small variances due to rounding.

Because the Combined Fund will most closely resemble the Acquiring Fund, the Acquiring Fund will be the accounting survivor of each Reorganizations. The Combined Fund will also maintain the performance history of the Acquiring Fund at the closing of the Reorganizations.

As discussed further under the section “REASONS FOR THE REORGANIZATIONS” of this Joint Proxy Statement/Prospectus, Aberdeen intends to propose an increase in the Combined Fund’s managed distribution rate to an annual fixed rate of 11.00% of the Combined Fund’s average monthly net asset value, subject to approval by the Combined Fund’s Board of an updated managed distribution plan for the Combined Fund following the consummation of the Reorganizations. In addition to requiring the approval of the Combined Fund’s Board, Aberdeen’s proposed increase to the Combined Fund’s managed distribution rate is subject to the Acquiring Fund’s shareholders approving both the investment advisory agreement appointing Aberdeen as the Combined Fund’s investment adviser and the election of the Aberdeen Board. In the event that the Acquiring Fund’s shareholders do not approve both of these proposals, MFS will remain the Combined Fund’s investment adviser following the consummation of the Reorganizations, and the Acquiring Fund’s current managed distribution plan, including the annual managed distribution rate of up to 8.00% of the Combined Fund’s monthly net asset value, will continue to apply following the consummation of the Reorganizations. The dividend and distribution policies of the Target Funds are substantially the same as those of the Acquiring Fund. Each Fund makes regular monthly distributions of all or some of its net investment income; however, such distributions may include a return of capital to shareholders to the extent that distributions are in excess of a Fund’s net investment income and net capital gains. Pursuant to U.S. federal tax law applicable to funds that have opted to be taxed as regulated investment companies, each Fund is required to distribute substantially all of its income each year and each Fund has a policy to distribute all realized capital gains each year. The Acquiring Fund is required to allocate net capital gains and other taxable income, if any, received by the Acquiring Fund among its shareholders on a pro rata basis in the year for which such capital gains and other income are realized.

Each Fund will indicate the proportion of its capital gains distributions that constitute long-term and short-term gains annually. The ultimate tax characterization of a Fund’s distributions made in a calendar or fiscal year cannot finally be determined until after the end of that fiscal year. As a result, there is a possibility that a Fund may make total distributions during a calendar or fiscal year in an amount that exceeds the Fund’s earnings and profits (as determined for U.S. federal income tax purposes), if any, for the relevant fiscal year and its previously undistributed earnings and profits from prior years, if any. In such situations, the amount by which a Fund’s total distributions exceed its earnings and profits generally will be treated as a tax-free return of capital reducing the amount of a shareholder’s tax basis in such shareholder’s shares, with any amounts exceeding such basis treated as gain from the sale of shares.

Various factors will impact the level of a Fund’s net investment income, such as its asset mix, its level of retained earnings, the amount of leverage utilized by the Fund and the effects thereof. These factors, among others, may result in the Combined Fund’s level of net investment income being different from the level of net investment income for any of the Funds if the Reorganizations were not consummated. The Acquiring Fund’s transfer agent sponsors and administers the Fund’s Dividend Reinvestment and Cash Purchase Plan, which is available to shareholders. The Dividend Reinvestment and Cash Purchase Plan allows registered shareholders and first-time investors to buy and sell shares and automatically reinvest dividends and capital gains through the transfer agent. For information concerning the manner in which dividends and distributions to holders of the Acquiring Fund’s common shares may be reinvested automatically in the Acquiring Fund’s common shares, see “DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN” as follows.

Each of the Funds offers a Dividend Reinvestment and Cash Purchase Plan (each, a “Plan”), the features of which are identical for each of the Funds. The material aspects of the Plan are described below. Following the consummation of the Reorganization, the Plan will remain in effect for the Combined Fund.

The Plan allows a Fund’s shareholders to reinvest either all of the distributions paid by a Fund or only the long-term capital gains distributions. Generally, purchases are made at the Fund’s market price unless that market price exceeds the net asset value (i.e., the shares are trading at a premium). If the shares are trading at a premium, the Fund will issue shares at a price of either the NAV or 95% of the market price, whichever is greater. A Fund’s shareholders can also buy shares on a quarterly basis in any amount $100 and over. Computershare Trust Company,

N.A. (the “Plan Agent”) will purchase shares under the Plan on the 15^th of January, April, July, and October or shortly thereafter. A Fund’s shareholder can obtain a copy of the Plan by contacting the Plan Agent at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by visiting the Plan Agent’s website at www.computershare.com/investor.

If a Fund’s shares are registered in a shareholder’s own name, new shareholders will automatically participate in the Plan, unless such shareholder indicated that they do not wish to participate in the Plan. If a shareholder’s shares in Fund are held in the name of a brokerage firm, bank, or other nominee, such shareholder can ask the firm or nominee to participate in the Plan on their behalf. If the nominee does not offer the Plan, a Fund’s shareholder can request that their shares be re-registered in the shareholder’s own name so that the shareholder can participate in the Plan. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by a Fund. However, when shares are bought on the NYSE or otherwise on the open market, each participant pays a pro rata share of the transaction expenses, including commissions. The tax status of dividends and capital gain distributions does not change whether received in cash by a Fund’s shareholder or reinvested in additional Fund shares. In other words, the automatic reinvestment of distributions by a Fund’s shareholder under the Plan does not relieve the shareholder of any income tax that may be payable (or required to be withheld) on the distributions.

If a shareholder’s shares of a Fund are held directly with the Plan Agent, the shareholder may withdraw from the Plan at any time by contacting the Plan Agent. When a Fund’s shareholder withdraws from the Plan, the shareholder can receive the value of the reinvested shares in one of three ways: (i) full shares will be held in a shareholder’s account, (ii) the Plan Agent will sell the shares and send the proceeds to the shareholder, or (iii) the shareholder may transfer the full shares to an investment professional who can hold or sell the shares. Additionally, the Plan Agent will sell any fractional shares and send the proceeds to the shareholder.

[Each Fund is organized as a Massachusetts business trust and each Fund is classified as a diversified, closed-end management investment company registered under the 1940 Act. The Funds were organized on the following dates:

Each Fund is governed by its own Declaration of Trust and By-laws, and its business and affairs are managed under the supervision of its Board. Each Fund is subject to the federal securities laws, including the 1940 Act, and the rules and regulations promulgated by the SEC thereunder.

The below tables summarize a number of key provisions contained in the respective governing documents of the Acquiring Fund and each Target Fund. The Funds’ governing instruments have certain similar provisions, however there are differences that might impact how each Fund is governed. The following is only a summary of certain provisions of the Funds’ respective governing documents and does not reflect a complete description of the provisions of such documents. Copies of these documents are on file with the Secretary of the Commonwealth of Massachusetts and are available to shareholders without charge upon written request to the applicable Fund.

Shareholders of the Funds do not have appraisal rights in connection with the proposed transactions.

The Financial Highlights tables are intended to help you understand each Fund’s financial performance for the periods shown, including the Acquiring Fund’s financial performance since the Acquiring Fund will be the performance and accounting survivor of the Reorganizations. Certain information reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and/or distributions, if applicable).

(b) Estimated tax return of capital. All or a portion of this amount may be redesignated as ordinary income and/or capital gains at fiscal year end when the tax character of distributions is determined. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for additional information regarding the tax character of the fund’s distributions.

(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(k) Calculated by subtracting the fund’s total liabilities (not including notes payable) from the fund’s total assets and dividing this number by the notes payable outstanding and then multiplying by 1,000.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(x) The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(e) Portfolio turnover rate (excluding TBA transactions) is disclosed beginning with the period ending November 30, 2023. Refer to Note 2 for more information on TBA transactions and mortgage dollar rolls.

(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

Each Reorganization Agreement provides for the Acquiring Fund’s acquisition of substantially all of the assets of the applicable Target Fund and assumption of all stated liabilities of the Target Fund in exchange for newly issued Acquiring Fund Shares, [without par value]. The Acquiring Fund will list the newly issued common shares on the NYSE. Each Target Fund will distribute Acquiring Fund Shares received by it pro rata to each Target Fund’s shareholders (although cash may be paid in lieu of any fractional common shares). The newly-issued Acquiring Fund Shares will be issued in the form of book entry interests. As soon as practicable after the Closing Date for the Reorganizations, each Target Fund will deregister as an investment company under the 1940 Act and liquidate, dissolve, and terminate in accordance with its Declaration of Trust and Massachusetts law. The Acquiring Fund will continue to operate after the Reorganizations as a diversified, closed-end investment company registered under the 1940 Act, with the investment objective and investment strategies and policies described in this Joint Proxy Statement/Prospectus. Acquiring Fund Shares will be distributed by the applicable Target Fund pro rata to the holders of record of each of the Target Fund’s common shares, as applicable. Such distribution of Acquiring Fund Shares to each Target Fund’s shareholders will be accomplished by opening new accounts on the books of the Acquiring Fund in the names of the shareholders of the Target Funds and transferring to those shareholder accounts Acquiring Fund Shares. Each newly-opened account on the books of the Acquiring Fund for the former shareholders of the Target Funds will represent the respective pro rata number of Acquiring Fund Shares (rounded down, in the case of fractional common shares held other than in a dividend reinvestment plan account (“Plan account”), to the next largest number of whole common shares) due to such shareholder. No fractional Acquiring Fund Shares will be issued (except for common shares held in a Plan account). In the event there are fractional common shares in an account other than a Plan account, Computershare will aggregate all such fractional Acquiring Fund Shares and sell the resulting whole common shares on the NYSE for the account of all holders of such fractional interests, and each such holder will be entitled to the pro rata share of the proceeds from such sale upon the surrender of Target Fund common share certificates. See the section “Terms of the Reorganization Agreement—Surrender and Exchange of Share Certificates” in this Joint Proxy Statement/Prospectus for a description of the procedures to be followed by the Target Funds’ shareholders to obtain their Acquiring Fund Shares (and cash in lieu of fractional common shares, if any).

As a result of the Reorganizations, each shareholder of a Target Fund will own Acquiring Fund Shares that, except for cash payments received in lieu of fractional common shares, will have an aggregate NAV (not the market value) immediately after the Closing Date equal to the aggregate NAV (not the market value) of that shareholder’s Target Fund common shares immediately prior to the Closing Date. Since the Acquiring Fund Shares will be issued at NAV in exchange for the common shares of each Target Fund having a value equal to the aggregate NAV (not the market value) of those Acquiring Fund Shares, the NAV per share of Acquiring Fund Shares should remain virtually unchanged by the Reorganizations except for its share of the applicable costs of the Reorganizations, which will be

reflected in the respective NAVs of the Target Fund and the Acquiring Fund at the time of the exchange. However, as a result of the Reorganizations, a shareholder of any of the Funds will hold a reduced percentage of ownership in the Combined Fund than he or she did in any of the Target Funds or the Acquiring Fund because the net assets of the Combined Fund will be greater than each Target Fund or the Acquiring Fund. No sales charge or fee of any kind will be charged to shareholders of the Target Funds in connection with their receipt of Acquiring Fund Shares in the Reorganizations.

Each Reorganization and the resulting composition and management of the Combined Fund following the Reorganizations is subject to certain contingencies, which are discussed in greater detail below. Specifically, a favorable vote by the Target Funds’ shareholders and the Acquiring Fund’s shareholders in an amount equaling or exceeding the required favorable vote threshold for each Fund’s respective proposal(s) is required for the Reorganizations to be consummated in the manner described in this Joint Proxy Statement/Prospectus and as recommended by each Fund’s Board. For the Target Funds, the favorable vote threshold required to approve each Target Fund’s Reorganization is provided under the section “Voting Requirement for the Proposal: The Reorganizations of the Target Funds.” For the Acquiring Fund, information describing the favorable vote threshold required to approve each proposal to be voted on by the Acquiring Fund’s shareholders is described in a separate proxy statement being provided to the Acquiring Fund’s shareholders. A failure to achieve the necessary favorable vote thresholds by the shareholders of any of the Target Funds and/or the Acquiring Fund may create various outcomes with different combinations of the Target Funds reorganizing into the Combined Fund and/or may impact the entity serving as the investment adviser to the Combined Fund and the individuals composing the Combined Fund’s Board. A failure by the Acquiring Fund’s shareholders to approve the issuance of the Acquiring Fund Shares will prevent MCR’s, MGF’s, and MIN’s Reorganization from being consummated and, in such case, each Fund will continue to operate as a standalone fund managed by MFS. CIF’s Reorganization may be consummated without the Acquiring Fund’s shareholders approving the issuance of the Acquiring Fund Shares.

If a Target Fund’s shareholders do not approve the Reorganization, MFS may recommend alternative proposals to the relevant Target Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization.

Simultaneously with the solicitation of the shareholders of each Target Fund to approve the relevant Reorganization, the shareholders of the Acquiring Fund, through a separate proxy statement, are being asked to approve the issuance of the Acquiring Fund Shares to be distributed to each Target Fund’s shareholders as part of the Reorganizations. The issuance of the Acquiring Fund Shares is necessary to facilitate the Reorganizations, as such shares will be distributed to each Target Fund’s shareholders following the closing of the relevant Target Fund’s Reorganization. As a result, each Reorganization is contingent upon the Acquiring Fund’s shareholders approving the issuance of the Acquiring Fund Shares. In the event that the Acquiring Fund’s shareholders do not approve the proposal to issue the Acquiring Fund Shares, the Reorganizations will not be consummated, and each Target Fund will continue to operate as a stand-alone fund in accordance with its current investment objective and investment policies. In such case, MFS will continue to serve in the capacity as the appointed investment adviser to the Acquiring Fund and each Target Fund pursuant to the current investment advisory agreement between MFS and each Fund. Additionally, the Trustees currently composing each Fund’s Board will continue to serve in such capacity for the applicable Fund.

Approval of investment advisory agreement to appoint Aberdeen and election of the Aberdeen Board

Simultaneously with the solicitation of the shareholders of each Target Fund to approve the relevant Reorganization, the shareholders of the Acquiring Fund, through a separate proxy statement, are being asked to (i) approve a new investment advisory agreement between the Acquiring Fund and Aberdeen appointing Aberdeen as the investment adviser of the Combined Fund and (ii) elect the Aberdeen Board as the Board of the Combined Fund. In the event that the Acquiring Fund’s shareholders do not approve both of these proposals, MFS will continue to serve as the investment adviser to the Acquiring Fund. Under this scenario, if any combination of Target Funds approve their respective Reorganization, such Reorganization will be consummated, with MFS serving as the investment adviser of the Combined Fund pursuant to the existing investment advisory agreement between MFS and the Acquiring Fund. In this scenario, the Acquiring Fund’s Board will serve as the Combined Fund’s Board.

Under the terms of the Purchase Agreement between MFS, Aberdeen, and, for purposes specified therein, Aberdeen Group plc, concerning the acquisition of certain assets related to MFS’ business of providing investment management services, including but not limited to, the acquisition of the assets of the Acquiring Fund, Aberdeen’s acquisition of the Acquiring Fund is contingent on the approval of the Reorganization by MCR’s shareholders and MIN’s shareholders. If both MCR’s shareholders and MIN’s shareholders do not approve their respective Reorganization, Aberdeen will not acquire the assets of the Acquiring Fund and Aberdeen will not be appointed as the investment adviser to the Combined Fund and the Aberdeen Board will not serve as the Combined Fund’s Board. This contingency will be triggered regardless of the outcome of the vote by the Acquiring Fund’s shareholders on the proposals to approve the new investment advisory agreement appointing Aberdeen as the investment adviser of the Combined Fund and to elect the Aberdeen Board as the Combined Fund’s Board. In the event that shareholders of CIF and/or MGF approve their respective Reorganizations, but both MCR’s and MIN’s shareholders do not approve their respective Reorganization, the CIF and/or MGF Reorganization will be consummated, however MFS will serve as investment adviser to the Combined Fund pursuant to the existing investment advisory agreement between MFS and the Acquiring Fund. In this scenario, the Acquiring Fund’s Board will serve as the Combined Fund’s Board.

Given the potential impact of the above contingencies on the consummation of the Reorganizations and the variation of outcomes resulting from the shareholders of each Fund voting to approve the various proposals, the tables in Appendix B have been provided to illustrate the various outcomes resulting from different combinations of Target Fund and Acquiring Fund shareholder approvals of the Reorganizations.

The Reorganization Agreements provide for the Reorganization of a Target Fund into the Acquiring Fund and were previously considered and approved by the Board of each Target Fund and the Acquiring Fund. While shareholders are encouraged to review the Form of Reorganization Agreement, which has been filed with the SEC as an exhibit under the Part C to this Joint Proxy Statement/Prospectus, the following is a summary of certain terms of the Reorganization Agreements. This summary is qualified in its entirety by reference to the Form of Reorganization Agreement included under the Part C to this Joint Proxy Statement/Prospectus.

The respective assets of each of the Funds will be valued on the business day prior to the Closing Date (the “Valuation Time”). The valuation procedures are identical for each Fund: the net asset value per common share of each Fund will be determined after the close of business on the NYSE (generally, 4:00 p.m., Eastern Time) at the Valuation Time. For the purpose of determining the NAV of a common share of each Fund, the value of the securities held by such Fund plus any cash or other assets (including interest accrued but not yet received) minus all liabilities (including accrued expenses) of such Fund is divided by the total number of common shares of such Fund outstanding at such time. Daily expenses, including the fees payable to the investment adviser, will accrue at the Valuation Time.

The Reorganization Agreements may be amended at any time prior to the applicable Closing Date with respect to any of the terms therein upon mutual agreement. However, after adoption of the Reorganization Agreements and approval of the Reorganization, no amendment or modification may be made which by law requires further approval by shareholders without such further approval. The obligations of each Fund pursuant to the applicable Reorganization Agreement are subject to various conditions, including a registration statement on Form N-14 being declared effective by the SEC, approval of the Reorganization Agreements by the shareholders of the respective Target Funds, approval of certain matters by the shareholders of the Acquiring Fund, receipt of an opinion of counsel as to tax matters, receipt of an opinion of counsel as to corporate and securities matters and the continuing accuracy of various representations and warranties of the Funds being confirmed by the respective parties.

[After execution, the Reorganization Agreement may be terminated, and the Reorganization abandoned at any time (whether before or after approval thereof by the shareholders of the Target Fund or the receipt of needed approvals by shareholders of the Acquiring Fund) prior to the Closing Date (i) by mutual agreement of the Board of the Acquiring Fund and the Board of the relevant Target Fund and (ii) by the Board of the relevant Target Fund or Acquiring Fund if any condition to that Fund’s obligations set forth in the pertinent Reorganization Agreement has not been fulfilled or waived by such Board, (iii) by the Board of the relevant Target Fund or Acquiring Fund due to a breach by the other Fund of any representation, warranty, or agreement contained in the Reorganization Agreement to be performed at or before the Closing Date, if not cured within 30 days.]

The Acquiring Fund will issue to each Target Fund’s shareholders book entry interests for the Acquiring Fund Shares registered in the name of each Target Fund shareholder on the basis of each shareholder’s proportionate interest in the aggregate net asset value (not the market value) of the relevant Target Fund’s common shares. With respect to any Target Fund shareholder holding certificates evidencing ownership of Target Fund shares as of the Closing Date, and subject to the Acquiring Fund being informed thereof in writing by the Target Fund, the Acquiring Fund will not permit such shareholder to receive new book entry interests of the Acquiring Fund Shares, until notified by the Target Fund or its agent that such shareholder has surrendered his or her outstanding certificates evidencing ownership of Target Fund shares or, in the event of lost certificates, posted adequate bond. Each Target Fund, at its own expense, will request its shareholders to surrender their outstanding certificates evidencing ownership of the Target Fund’s shares or post adequate bond.

Upon consummation of the Reorganization, shareholders of the Target Funds will be furnished with instructions for exchanging their share certificates for book entry interests representing Acquiring Fund Shares, and if applicable, cash in lieu of any fractional common shares.

From and after the Closing Date, there will be no transfers on the stock transfer books of the Target Funds.

If, after the Closing Date, certificates representing common shares of the Target Funds are presented to the Acquiring Fund, they will be cancelled and exchanged for book entry interests representing Acquiring Fund Shares and cash in lieu of any fractional common shares, if applicable, distributable with respect to the Target Funds’ common shares in the Reorganization.

MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the Special Meetings, including, but not limited to, proxy and proxy solicitation costs, printing and mailing costs, legal fees, and listing, registration and filing fees. The Target Funds and their shareholders will, however, bear any brokerage commissions or other portfolio transaction costs, including those associated with transferring certain assets to the Acquiring Fund. The expenses of the Reorganizations expected to be borne by MFS and Aberdeen are estimated to be approximately $[ ].

As noted, the Target Funds will bear portfolio transaction costs associated with selling portfolio securities in advance of the Reorganizations. Each Target Fund’s portfolio repositioning and, therefore, the costs associated with such portfolio repositioning are not expected to be materially different regardless of the outcome of the Acquiring Fund shareholders’ vote to approve the new investment advisory agreement appointing Aberdeen as the Combined Fund’s investment adviser. Following the Reorganizations, the Combined Fund will be managed in accordance with the Acquiring Fund’s current investment objective and investment policies if MFS continues as the investment adviser of the Combined Fund and policies that are substantially the same as those of the Acquiring Fund if Aberdeen is approved as investment adviser to the Combined Fund. Aberdeen may implement such investment objective and investment policies in a process that may differ from MFS if Aberdeen is the investment adviser. For a discussion of such processes, see “COMPARISON OF THE FUNDS – Comparison of Principal Investment Strategies.”

Based on portfolio holdings as of August 31, 2025, these estimated transaction costs are shown in the table below; however, the actual amount of such costs will depend on each Target Fund’s portfolio composition and market conditions at the time such sales and purchases are made.

The Combined Fund expects to rebalance its portfolio after the Reorganization is consummated, the portfolio transaction costs of which will be shared by all shareholders of the Combined Fund. Such costs are estimated to be $87,055.70, or less than $0.001 per share, assuming all Target Funds participate in the Reorganizations; however, the final amount of such costs will depend on market conditions at the time such sales and purchases are made. Based on each Fund’s holdings as of August 31, 2025, the Combined Fund expects to sell approximately 1.64% of its portfolio following the closing of the Reorganizations. As discussed above, it is anticipated that the Combined Fund will be managed in accordance with substantially similar investment policies following the Reorganizations regardless of if Aberdeen or MFS is the Combined Fund’s appointed investment adviser and, as such, any costs associated with rebalancing the Combined Fund’s portfolio following the Reorganizations are not expected to materially deviate from the above estimates. The implementation of such investment policies may differ depending on whether MFS or Aberdeen is appointed investment adviser of the Combined Fund For a discussion of each investment adviser’s investment processes, see “COMPARISON OF THE FUNDS - Comparison of Principal Investment Strategies.”

The Funds, MFS, and Aberdeen have retained EQ Fund Solutions, LLC, a proxy solicitation firm, to assist with the solicitation of proxies. The cost of EQ Fund Solutions, LLC’s services, including solicitation and mailing costs, in connection with the proxy will not be borne by the Funds. The proxy solicitation costs are anticipated to be, in aggregate, approximately $396,636 for the Target Funds. Aberdeen and/or MFS will bear the solicitation costs of each Target Fund.

The Target Funds, MFS, and Aberdeen will not pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by a shareholder as a result of attending the shareholder meeting, voting on a Reorganization or other action taken by a shareholder in connection with the Reorganization). The actual costs associated with the proposed Reorganization may be more or less than the estimated costs discussed herein.

The following is a summary of certain U.S. federal income tax consequences of the Reorganizations. The discussion is based upon the Code, Treasury regulations, court decisions, published positions of the Internal Revenue Service (“IRS”) and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion is limited to U.S. persons who hold common shares of a Target Fund as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under U.S. federal income tax laws. No ruling has been or will be obtained from the IRS regarding any matter relating to the Reorganizations. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. This summary of U.S. federal income tax consequences is for general information only. The Funds’ shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Reorganizations, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax law.

It is a condition to the closing of each Reorganization that the respective Target Fund and the Acquiring Fund each receive an opinion from Ropes & Gray LLP dated as of the Closing Date, regarding the characterization of the Reorganization as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion of Ropes & Gray LLP will be based on U.S. federal income tax law in effect on the Closing Date. In rendering its opinion, Ropes & Gray LLP will also rely upon certain factual representations of the management of the respective Target Fund and the Acquiring Fund and will be based on customary assumptions, including,, among other things, that the Reorganization will be consummated in accordance with the applicable Reorganization Agreement and other operative documents and as described herein. An opinion of counsel is not binding on the IRS or any court. If a Reorganization were consummated but did not qualify as a tax-free reorganization under the Code, a shareholder of the respective Target Fund would recognize a taxable gain or loss equal to the difference between their tax basis in Target Fund shares and the fair market value of the Acquiring Fund Shares (plus cash in lieu of any fractional shares) received.

As a reorganization, the U.S. federal income tax consequences of each Reorganization can be summarized as follows:

The Acquiring Fund intends to continue to be taxed under the rules applicable to regulated investment companies as defined in Section 851 of the Code, which are the same rules currently applicable to each Fund and its shareholders.

The Target Funds’ respective tax years are expected to end as a result of the Reorganizations, which can accelerate distributions to shareholders of the Target Funds for their respective short taxable years ending on the Closing Date. These tax year-end distributions will generally be taxable and will include any capital gains resulting from portfolio turnover prior to the Reorganizations. On or prior to the Closing Date, each Target Fund will declare and pay one or more distributions to its shareholders, which together with all previous distributions, will have the effect of distributing to the shareholders of such Target Fund all of such Target Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), if any, through the Closing Date, net capital gains, if any, through the Closing Date, and all of its net tax-exempt interest income, if any, through the Closing Date. Such distributions (including any capital gains or income resulting from sales of portfolio securities prior to the Reorganizations) will generally be taxable to shareholders for U.S. federal income tax purposes.

In addition to any gains generated through regular portfolio trading activity by each Target Fund, certain Target Funds may realize capital gains in advance of the Reorganizations on the sale of securities. To the extent that assets of a Target Fund are sold in connection with the applicable Reorganization, or if such assets were required to be marked to market as a result of the termination of the Target Fund’s taxable year or as a result of the transfer of certain assets in the Reorganization, the tax impact of any such sales (or deemed sales) will depend on the difference between the price at which such portfolio assets are sold and the Target Fund’s basis in such assets. Any capital gains recognized by a Target Fund in these sales (or deemed sales) on a net basis will be distributed to such Target Fund’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital losses) during or with respect to the year of sale (or deemed sale) and prior to or on the date of the Reorganization, and such distributions will generally be taxable to shareholders of such Target Fund.

The estimated percentage of each Target Fund’s portfolio to be sold in advance of the Reorganizations and the estimated transaction costs related to such sales are shown in the table below as of August 31, 2025. These estimates are subject to change depending on market circumstances at the time such sales are made. In addition, each Target Fund’s investment adviser and administrator is exploring whether certain of the securities currently expected to be sold in advance of the Reorganizations because they are not transferable can in fact be transferred to the Acquiring Fund. If such securities can be transferred, then transaction costs incurred by the relevant Target Fund are expected to be less, perhaps materially.

The sale of such securities may result in capital gains or losses, which may have U.S. federal income tax consequences. If the sales were completed on August 31, 2025, the estimated capital gains or losses that would have resulted are detailed below. These estimates are subject to change depending on market circumstances at the time such sales are made. Each Fund has capital loss carryforwards that would offset the estimated capital gains if any.

Following the Reorganizations, the Combined Fund expects to realign its portfolio in a manner consistent with its investment strategies and policies. Although it is expected that the portfolio realignment would occur principally following the Reorganizations, the Acquiring Fund may begin to realign its portfolio after Target Fund shareholder approval of the Reorganizations but prior to the consolidation in a manner consistent with its current investment objective and strategies. Based on each Fund’s holdings as of August 31, 2025, the Combined Fund expects to reposition approximately 1.64% of its portfolio following the Closing Date, assuming that all Reorganizations are approved and consummated, which would generate an estimated $87,055.70, or less than $0.001 per share, in transaction costs if the repositioning were to occur on August 31, 2025. The total estimated capital losses to be realized from the sales of the portfolio securities, if the portfolio restructuring had occurred on August 31, 2025 would be $(1,953,269) or $(0.14) per share. The amount of net capital gains or losses realized can fluctuate widely and will depend on, among other things, market conditions at the time of the sales.

The gains from the portfolio realignment post-Reorganizations would be in addition to any gains generated by the Acquiring Fund in the ordinary course of business prior to the Reorganizations. Any net capital gains realized will be distributed during 2026, and such distribution will be taxable to shareholders. Currently, the Combined Fund anticipates making a special capital gains distribution following the Reorganization. Barring exceptional or unforeseen circumstances, the Combined Fund anticipates announcing an estimate of the special capital gains distribution within [10] business days after the closing of the Reorganization, which is expected to be completed and paid within approximately [60] days following the consolidation. These gains may still be offset by any capital losses realized during the Combined Fund’s fiscal year ending October 31, 2026. Any net capital gains realized from the portfolio realignment and routine trading that have not previously been distributed would be distributed to shareholders at year end.

The Acquiring Fund will succeed to capital loss carryforwards if any (and certain unrealized built-in losses, if any) of each of the acquired Target Funds, which may be subject to the tax loss limitation rules described below because such Target Fund may undergo an “ownership change” for U.S. federal income tax purposes, and such limitations might be significant. Depending on which of the Reorganizations are consummated, the Acquiring Fund’s own capital loss carryforwards (and certain unrealized built-in losses, if any) may also be subject to the tax loss limitation rules described below because the Acquiring Fund may also undergo an “ownership change” for U.S. federal income tax purposes, and such limitation might be significant. For each Fund that undergoes an “ownership change,” the Code generally limits the amount of pre-ownership change losses that may be used to offset post-ownership change gains to a specific “annual loss limitation amount” (generally the product of (i) the fair market value of the stock of such Fund, with certain adjustments, immediately prior to the Reorganization and (ii) a rate established by the IRS). Subject to certain limitations, any unused portion of these losses may be available in subsequent years, subject to the remaining portion of any applicable capital loss carryforward limit, as measured from the date of recognition.

Although the capital loss carryforwards of the Combined Fund attributable to each Target Fund that participates in a Reorganization (and to the Acquiring Fund, if it undergoes an ownership change as a result of the Reorganizations) are subject to tax loss limitation rules (as outlined above), it is currently expected that such tax loss limitation rules should not have a material adverse effect on the Combined Fund’s utilization of each such Fund’s capital loss carryforward as compared with what each such Fund’s utilization of its own capital loss carryforward would be without the Reorganization. The ability of each Fund (and the Combined Fund) to utilize any capital loss carryforwards now or in the future depends on many variables and assumptions, including but not limited to, projected performance of a Fund, the unrealized gain/loss position of a Fund, the types of securities held by a Fund, the current and future market environment (including the level of interest rates), portfolio turnover and applicable law, and is, therefore, highly uncertain. Information with respect to the Funds’ capital loss carryforwards as of October 31, 2025, is set forth below:

Due to the operation of these tax loss limitation rules, it is possible that shareholders of the Target Funds and shareholders of the Acquiring Fund could receive taxable distributions of short-term and long-term capital gains earlier or in greater amounts than they would have in the absence of the Reorganizations. Such taxable distributions will be treated either as ordinary income (and not as favorably taxed “qualified dividend income”) if such capital gains are short term or as favorably taxed capital gain dividends if such capital gains are long term. The actual financial effect of the loss limitation rules on a shareholder of a Fund whose losses are subject to the loss limitation rules would depend on many variables, including such Fund’s expected growth rate if the relevant Reorganization were not to occur (i.e., whether, in the absence of the Reorganization, the Fund would generate sufficient capital gains against which to utilize its capital loss carryforwards (and certain realized built-in losses), in excess of what would have been the “annual loss limitation amount” had the relevant Reorganization occurred), the timing and amount of future capital gains recognized by the Combined Fund if the relevant Reorganization were to occur, and the timing of a historic Fund shareholder’s disposition of its shares (the tax basis of which might, depending on the

facts, reflect that shareholder’s share of such Fund’s capital losses). Shareholders of all of the Funds should consult their own tax advisors in this regard.

In addition, for five years beginning on the Closing Date of a Reorganization, the Combined Fund will not be allowed to offset certain pre-Reorganization “built-in” gains that exceed certain thresholds attributable to a Fund that is a gain corporation with capital loss carryforwards (and certain built-in losses) attributable to another Fund. Based on current estimates, it is expected that none of the Funds will be a gain corporation (as defined in the Code) on the Closing Date.]

A list of each Target Fund’s shareholders of record as of the Record Date will be available at the shareholder meeting for that Target Fund.

The Board of each Target Fund has fixed the close of business on December 11, 2025 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof. Shareholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights.

As of the Record Date, the Target Funds had the following number of common shares outstanding:

Shareholders of a Target Fund may vote by appearing in person at the Target Fund’s Special Meeting, by returning the enclosed proxy card or by casting their vote via telephone or the Internet using the instructions provided on the enclosed proxy card (described in greater detail below). Shareholders of each Target Fund have the opportunity to submit their voting instructions via the Internet or by “touch-tone” telephone voting. The giving of such a proxy will not affect a shareholder’s right to vote in person should such shareholder decide to attend the Special Meeting. To use the Internet, please access the Internet address found on your proxy card. To record voting instructions by automated telephone, shareholders should call the toll-free number listed on their proxy card. The Internet and automated telephone voting instructions are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly. Shareholders submitting their voting instructions via the Internet should understand that there may be costs associated with Internet access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareholders.

Votes cast by proxy or in person at the Special Meeting will be tabulated by the inspectors of election appointed for the Special Meeting.

Revoking a proxy. Any person giving a proxy may revoke it at any time prior to its exercise by giving written notice of the revocation to the Secretary of the Fund at the address indicated above, by delivering a duly executed proxy bearing a later date, by recording later-dated voting instructions via the Internet or automated telephone or by attending the Special Meeting and voting in person. If your shares are held by your broker, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the Target Fund.

[Quorum. For CIF, the holders of at least a majority of the shares entitled to vote on the proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting. For MCR, MGF and MIN, the holders of at least 30% of the shares of each Target Fund entitled to vote on the proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting. The inspectors of election will generally treat abstentions and “broker non-votes”, if any, (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial

owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter) as present for purposes of determining a quorum, subject to any applicable rules of the NYSE.]

[Adjournment. In the event that a quorum is not present for purposes of acting on the proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting or postponements from time to time, with no other notice than an announcement at the Special Meeting, in order to permit further solicitation of proxies for the proposal. For MCR, MGF and MIN, in the absence of a quorum, a shareholder vote of 30% of the shares entitled to vote present in person or by proxy may adjourn their respective Special Meetings. Shareholders of CIF may adjourn their respective Special Meeting with a majority vote of outstanding shares entitled to vote present in person or by proxy. Importantly, the adjournment of the Special Meeting for one or more of the Target Funds for failing to reach a quorum will not have any impact on the ability to hold the Special Meeting for the remaining Target Funds that have satisfied the relevant quorum requirement. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in favor of such adjournment and will vote against any such adjournment all other proxies. Aberdeen and its affiliates will bear the costs of any additional solicitation and of any adjourned session. Any proposals for which sufficient votes in accordance with the Trustees’ recommendations have been received by the time of the Special Meeting may be acted upon and considered final regardless of whether the Special Meeting is adjourned to permit additional solicitation with respect to any other proposal].

Abstentions. Broker-dealer firms holding shares of a Target Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the Reorganization proposal at the Special Meeting. The Reorganization of each Target Fund is not a “routine” matter and shareholder instructions are required for broker-dealers to vote a beneficial owner’s shares. With respect to each proposal, abstentions will have the same effect as votes “AGAINST” such proposal.

If a shareholder of a Target Fund holds shares directly (not through a broker-dealer, bank, or other financial institution) and returns a properly executed proxy card that does not specify how the shareholder wishes to vote on a proposal, such shareholder’s shares will be voted “FOR” the Reorganization of that Fund.

If a shareholder holds shares of a Target Fund through a bank or other financial institution or intermediary (called a service agent), the service agent may be the record holder of such shareholder’s shares. At the Special Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”

All properly executed proxies received prior to a Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, proxies will be voted “FOR” the approval of each proposal.

Persons or organizations beneficially owning, directly or indirectly, more than 25% of the outstanding shares of a Fund are presumed to “control” the Fund within the meaning of the 1940 Act. As of [December 31,

2025], each Fund is not aware of any persons or organizations whose beneficial ownership of a Fund exceeds the threshold for control under the 1940 Act.

As of [November 30, 2025], the Trustees and officers of each Fund, as a group, beneficially owned less than 1% of the outstanding common shares of each Fund. As of [November 30, 2025], to the best knowledge of each Fund, the shareholders who beneficially owned more than 5% of the outstanding shares of any class of such Fund are as follows:

Proposals of shareholders which are intended to be included in a Fund’s proxy materials and presented at a Fund’s 2026 Annual Meeting of Shareholders must be received by the Secretary of the Fund, at the Fund’s principal office at 111 Huntington Avenue, Boston, Massachusetts, 02199, on or prior to April 24, 2026 for the Acquiring Fund, CIF, MCR, MGF, or MIN. The submission by a shareholder of a proposal for inclusion in the proxy materials for the Fund’s 2026 Annual Meeting of Shareholders does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the federal securities laws.

A shareholder who wishes to make a proposal at the 2026 Annual Meeting of Shareholders without including the proposal in a Fund’s proxy materials must ensure that the proposal is received by the Secretary of the Fund in good order and in compliance with all applicable legal requirements and requirements set forth in the Fund’s By-Laws and Declaration of Trust (i) for the Acquiring Fund, MCR, MGF, and MIN, between May 24, 2026 and July 8, 2026 and (ii) for CIF, between June 23, 2026 and July 8, 2026, in each case at the relevant Fund’s principal office at 111 Huntington Avenue, Boston, Massachusetts, 02199.

Solicitation of proxies is being made primarily by the mailing of this Notice and Joint Proxy Statement/Prospectus with its enclosures on or about [January XX], 2026. Shareholders of the Funds whose shares are held by nominees, such as brokers, can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of the investment advisers and their affiliates as well as dealers or their representatives may solicit proxies in person or by mail, telephone, fax, or the internet. The Funds and the investment advisers have retained EQ Fund Solutions, LLC, 48 Wall Street, 22^nd Floor, New York, NY 10005, a proxy solicitation firm, to assist with the solicitation of proxies. The cost of EQ Fund Solutions, LLC’s services, including solicitation and mailing costs, in connection with the proxy is anticipated to be, in aggregate, approximately $396,640 for the Target Funds. Aberdeen and its affiliates and/or MFS and its affiliates will bear the solicitation costs of each Fund.

If you cannot be present in person at the Special Meeting, please fill in, sign and return the enclosed proxy card or please record your voting instructions by telephone or via the Internet promptly. No postage is necessary if the enclosed proxy card is mailed in the United States.

INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND AND THE TARGET FUNDS

The Acquiring Fund’s investment objective is to seek high current income, but may also consider capital appreciation. The Acquiring Fund’s investment objective may be changed without shareholder approval.

The Acquiring Fund normally invests at least 80% of its net assets in fixed income securities. This policy may not be changed without shareholder approval.

MFS, the Acquiring Fund’s current investment adviser, considers debt instruments of all types to be fixed income securities.

MFS normally invests the Acquiring Fund’s assets in corporate bonds of U.S. and/or foreign issuers, U.S. Government securities, foreign government securities, mortgage-backed securities and other securitized instruments of U.S. and foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates the Acquiring Fund’s assets across these categories with a view toward broad diversification across and within these categories. MFS may also invest the Acquiring Fund’s assets in equity securities.

MFS may invest up to 100% of the Acquiring Fund’s assets in below investment grade quality debt instruments.

MFS normally invests the Acquiring Fund’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of the Acquiring Fund’s assets in issuers in a single industry, sector, country, or region.

The Acquiring Fund seeks to make a monthly distribution at an annual fixed rate of 8.00% of the Acquiring Fund’s average monthly net asset value.

While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments.

MFS uses an active bottom-up investment approach to buying and selling investments for the Acquiring Fund. Investments are selected primarily based on fundamental analysis of individual issuers and/or instruments in light of the issuer’s financial condition and market, economic, political, and regulatory conditions. Factors considered for debt instruments may include the instrument’s credit quality, collateral characteristics, and indenture provisions, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. Factors considered for equity securities may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features or the valuation, price and earnings momentum, earnings quality, and other factors of the issuer of an equity security may also be considered.

The Acquiring Fund may use leverage by borrowing up to 33 1/3% of the Acquiring Fund’s assets, including borrowings for investment purposes, and investing the proceeds pursuant to its investment strategies. If approved by the Acquiring Fund’s Board, the fund may use leverage by other methods.

Temporary Defensive Strategy. In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the Acquiring Fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the Acquiring Fund’s

performance and the Acquiring Fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity, including mortgage-backed securities and other types of securitized instruments issued or guaranteed by such entities. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security.

Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.

Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables. Securitized instruments are issued by trusts or other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed delivery or forward commitment basis where payment and delivery take place at a future date.

Equity Securities: Equity securities represent an ownership interest, or the right to acquire an ownership interest, in a company or other issuer. Different types of equity securities provide different voting and dividend rights and priorities in the event of bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, securities convertible into stocks, equity interests in real estate investment trusts, and depositary receipts for such securities.

Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.

A description of the Acquiring Fund’s principal risks is under “Comparison of Principal Risks of Investing in the Funds.”

The Acquiring Fund has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.

(1) borrow money except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(2) underwrite securities issued by other persons, except that all or any portion of the assets of the Acquiring Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act, and except insofar as the Acquiring Fund may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.

(3) issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act. For purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contracts and futures contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security.

(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(5) purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, futures contracts and forward contracts) in the ordinary course of its business. The Acquiring Fund reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, futures contracts and forward contracts) acquired as a result of the ownership of securities.

(6) purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry, except that the Acquiring Fund may invest up to 40% of the value of its assets in each of the electric utility and telephone industries.

For purposes of investment restriction (5), investments in certain types of derivative instruments whose value is related to commodities or commodity contracts, including swaps and structured notes, are not considered commodities or commodity contracts.

For purposes of fundamental investment restriction (6), investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing, are not considered an investment in any particular industry.

For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Acquiring Fund may invest are not considered to be securities purchased by the Acquiring Fund.

For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.

The investment objective, principal investment strategies, principal investment types, principal risks, and fundamental investment restrictions of each Target Fund are described below. A comparison of the Acquiring Fund and each Target Fund’s investment objective, principal investment strategies, principal investment types, principal risks, and fundamental investment restrictions are described under “COMPARISON OF THE INVESTMENT OBJECTIVE AND POLICIES OF THE TARGET FUNDS TO THE ACQUIRING FUND.”

CIF’s investment objective is to seek high current income, but may also consider capital appreciation. CIF’s objective may be changed without shareholder approval.

MFS normally invests at least 80% of CIF’s net assets, including borrowings for investment purposes, in high income debt instruments.

MFS may invest CIF’s assets in other types of debt instruments and equity securities.

MFS may invest up to 100% of CIF’s assets in below investment grade quality debt instruments.

MFS normally invests CIF’s assets across different industries and sectors, but MFS may invest a significant percentage of CIF’s assets in issuers in a single industry or sector.

CIF’s dollar-weighted average effective maturity will normally be between three and ten years. In determining an instrument’s effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a call, put, pre-refunding, prepayment or redemption provision, or an adjustable coupon) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

CIF seeks to make a monthly distribution at an annual fixed rate of 9.50% of CIF’s average monthly net asset value.

While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments.

MFS uses an active bottom-up investment approach to buying and selling investments for CIF. Investments are selected primarily based on fundamental analysis of individual issuers and/or instruments in light of the issuer’s financial condition and market, economic, political, and regulatory conditions. Factors considered for debt instruments may include the instrument’s credit quality, collateral characteristics, and indenture provisions, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. Factors considered for equity securities may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features or the valuation, price and earnings momentum, earnings quality, and other factors of the issuer of an equity security may also be considered.

CIF may use leverage by borrowing up to 33 1/3% of CIF’s assets, including borrowings for investment purposes, and investing the proceeds pursuant to its investment strategies. If approved by CIF’s Board, CIF may use leverage by other methods.

Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from CIF’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect CIF’s performance and CIF may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

Floating Rate Loans: Floating rate loans are debt instruments issued by companies or other entities with interest rates that reset periodically (typically daily, monthly, quarterly, or semiannually), based on a base lending rate such as the Secured Overnight Financing Rate (SOFR), plus a premium. Floating rate loans are typically structured and administered by a third party that acts as agent for the lenders participating in the floating rate loan. Floating rate loans can be acquired directly through the agent, by assignment from a third party holder of the loan, or as a participation interest in a third party holder’s portion of the loan. Senior floating rate loans are secured by specific collateral of the borrower, and are senior to most other securities of the borrower (e.g., common stocks or other debt instruments) in the event of bankruptcy. Floating rate loans can be subject to restrictions on resale and can be less liquid than other types of securities.

A description of CIF’s principal risks is including under “Comparison of Principal Risks of Investing in the Funds.”

CIF has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of the policy.

(1) borrow money except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(2) underwrite securities issued by other persons, except that all or any portion of the assets of CIF may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act, and except insofar as CIF may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.

(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(5) purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, futures contracts and forward contracts or other derivative instruments whose value is related to commodities or other commodity contracts) in the ordinary course of its business. CIF reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, futures contracts and forward contracts) acquired as a result of the ownership of securities.

For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which CIF may invest are not considered to be securities purchased by CIF.

For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.

MCR’s investment objective is to seek high current income, but may also consider capital appreciation. MCR’s objective may be changed without shareholder approval.

MFS normally invests MCR’s assets in corporate bonds of U.S. and/or foreign issuers, U.S. Government securities, foreign government securities, mortgage-backed securities and other securitized instruments of U.S. and/or foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates MCR’s assets across these categories with a view toward broad diversification across and within these categories.

MFS may invest up to 100% of MCR’s assets in below investment grade quality debt instruments.

MFS normally invests MCR’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of MCR’s assets in issuers in a single industry, sector, country, or region.

MCR seeks to make a monthly distribution at an annual fixed rate of 8.00% of MCR’s average monthly net asset value.

MFS uses an active bottom-up investment approach to buying and selling investments for MCR. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management

MCR may use leverage by borrowing up to 33 1/3% of MCR’s assets, including borrowings for investment purposes, and investing the proceeds pursuant to its investment strategies. If approved by MCR’s Board, MCR may use leverage by other methods.

Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from MCR’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect MCR’s performance and MCR may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

A description of MCR’s principal risks is included under “Comparison of Principal Risks of Investing in the Funds”.

MCR has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.

(1) borrow money except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(2) underwrite securities issued by other persons, except that all or any portion of the assets of MCR may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act, and except insofar as MCR may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.

(3) issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act. For purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward

contracts and futures contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security.

(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(5) purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, futures contracts and forward contracts) in the ordinary course of its business. MCR reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, futures contracts and forward contracts) acquired as a result of the ownership of securities.

(6) purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry, except that MCR may invest up to 40% of the value of its assets in each of the electric utility and telephone industries.

For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which MCR may invest are not considered to be securities purchased by MCR.

For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.

MGF’s investment objective is to seek high current income, but may also consider capital appreciation. MGF’s objective may be changed without shareholder approval.

MFS normally invests at least 80% of MGF’s net assets, including borrowings for investment purposes, in U.S. and foreign government securities.

MFS generally invests substantially all of MGF’s assets in investment grade quality debt instruments.

MFS may purchase or sell securities for MGF on a when-issued, delayed delivery, or forward commitment basis where payment and delivery take place at a future settlement date, including mortgage-backed securities purchased or sold in the to be announced (TBA) market. When MFS sells securities for the fund on a when-issued, delayed delivery, or forward commitment basis, MGF typically owns or has the right to acquire securities equivalent in kind and amount to the deliverable securities.

MFS invests MGF’s assets in U.S. and foreign securities, including emerging market securities.

MFS normally invests MGF’s assets across different countries and regions, but MFS may invest a significant percentage of MGF’s assets in issuers in a single country or region.

MFS may invest a significant percentage of MGF’s assets in a single issuer or a small number of issuers.

MGF seeks to make a monthly distribution at an annual fixed rate of 7.25% of MGF’s average monthly net asset value.

MFS uses an active bottom-up investment approach to buying and selling investments for MGF. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.

If approved by MGF’s Board, MGF may use leverage through the issuance of preferred shares, borrowing from banks, and/or other methods of creating leverage, and investing the proceeds pursuant to its investment strategies.

Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from MGF’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect MGF’s performance and MGF may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

When-Issued, Delayed Delivery, and Forward Commitment Transactions: When-issued, delayed delivery, and forward commitment transactions, including securities purchased or sold in the TBA market, involve a commitment to purchase or sell a security at a predetermined price or yield at which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing or selling securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. In the TBA market, mortgage-backed securities are purchased and sold at predetermined prices on a delayed delivery or forward commitment basis with the underlying securities to be announced at a future date.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

Inflation-Adjusted Debt Instruments: Inflation-adjusted debt instruments are debt instruments whose principal and/or interest are adjusted for inflation. Inflation-adjusted debt instruments issued by the U.S. Treasury pay a fixed rate of interest that is applied to an inflation-adjusted principal amount. The principal amount is adjusted based on changes in the Consumer Price Index. The principal due at maturity is typically equal to the inflation-adjusted principal amount, or to the instrument’s original par value, whichever is greater. Other types of inflation-adjusted debt instruments may use other methods of adjusting for inflation, and other measures of inflation. Other issuers of inflation-adjusted debt instruments include U.S. Government agencies, instrumentalities and sponsored entities, U.S. and foreign corporations, and foreign governments.

A description of MGF’s principal risks is included under “Comparison of Principal Risks of Investing in the Funds”.

MGF has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.

(1) borrow money or issue any senior security except to the extent permitted by the 1940 Act or exemptive orders granted under the 1940 Act, or otherwise permitted from time to time by a regulatory authority having jurisdiction.

(2) underwrite securities issued by other persons, except that all or any portion of the assets of MGF may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act, and except insofar as MGF may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.

(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted the 1940 Act.

(5) purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, futures contracts and forward contracts) in the ordinary course of its business. MGF reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, futures contracts and forward contracts) acquired as a result of the ownership of securities.

For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which MGF may invest are not considered to be securities purchased by MGF.

For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.

MIN’s investment objective is to seek high current income, but may also consider capital appreciation. MIN’s objective may be changed without shareholder approval.

MFS generally invests substantially all of MIN’s assets in investment grade quality debt instruments.

MIN’s dollar-weighted average effective maturity will normally be between three and ten years. In determining an instrument’s effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a call, put, pre-refunding, prepayment or redemption provision, or an adjustable coupon) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

MFS normally invests MIN’s assets across different industries and sectors, but MFS may invest a significant percentage of MIN’s assets in issuers in a single industry or sector.

MFS may invest a significant percentage of MIN’s assets in a single issuer or a small number of issuers.

MIN seeks to make a monthly distribution at an annual fixed rate of 8.50% of MIN’s average monthly net asset value.

MFS uses an active bottom-up investment approach to buying and selling investments for MIN. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring MIN, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.

If approved by MIN’s Board, MIN may use leverage through the issuance of preferred shares, borrowing from banks, and/or other methods of creating leverage, and investing the proceeds pursuant to its investment strategies.

Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect MIN’s performance and MIN may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security.

Municipal Instruments: Municipal instruments are issued by or for states, territories, or possessions of the United States or by their political subdivisions, agencies, authorities, or other government entities, to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal instruments include general obligation bonds of municipalities, state or local governments, project or revenue-specific bonds, municipal lease obligations, and prerefunded or escrowed bonds. Municipal instruments may be fully or partially supported by the state or local governments, by the credit of a private issuer, by the current or anticipated revenues from a specific project or assets, by the issuer’s pledge to make annual appropriations for lease payments, or by domestic or foreign entities providing credit support, such as insurance, letters of credit, or guarantees. Many municipal instruments are supported by insurance, which typically guarantees the timely payment of all principal and interest due on the underlying municipal instrument.

A description of MIN’s principal risks is included under “Comparison of Principal Risks of Investing in the Funds.”

MIN has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.

(1) borrow money except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

(2) underwrite securities issued by other persons, except that all or any portion of the assets of MIN may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act, and except insofar as MIN may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.

(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under the 1940 Act.

forward contracts) in the ordinary course of its business. MIN reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, futures contracts and forward contracts) acquired as a result of the ownership of securities.

For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which MIN may invest are not considered to be securities purchased by MIN.

For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.

The following tables have been provided to illustrate the various potential outcomes resulting from different combinations of Target Fund and Acquiring Fund shareholder approvals of the Reorganizations. Each table below assumes the Acquiring Fund’s shareholders will approve the issuance of the Acquiring Fund Shares. Without such approval, each Target Fund and the Acquiring Fund would continue operating as standalone funds managed by MFS.

The following table reflects outcomes that will result if the Acquiring Fund’s shareholders (i) approve the investment advisory agreement appointing Aberdeen as the Combined Fund’s investment adviser and (ii) elect the Aberdeen Board as the Combined Fund’s Board following the Reorganizations.

The following table reflects outcomes that will result if the Acquiring Fund’s shareholders do not (i) approve the investment advisory agreement appointing Aberdeen as the Combined Fund’s investment adviser and/or do not (ii) elect the Aberdeen Board as the Combined Fund’s Board following the Reorganizations.

MFS Intermediate High Income Fund
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [MARCH 11], 2026

The signer of this proxy card hereby appoints [Christopher R. Bohane, Tiffany Ko, Brian E. Langenfeld, Amanda S. Mooradian, Susan A. Pereira, Matthew A. Stowe, and William B. Wilson] and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Special Meeting of Shareholders of the above-referenced Trust (the “Meeting”), to be held on [Wednesday, March 11, 2026] at [11:00 a.m.], Eastern Time, and at any adjournments or postponements thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present. Only the Trust’s shareholders of record on December 11, 2026 will be entitled to vote at the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING SHAREHOLDER. IF YOU SUBMIT A PROPERLY EXECUTED PROXY BUT DO NOT INDICATE HOW YOU WISH YOUR SHARES TO BE VOTED, YOUR SHARES WILL BE VOTED FOR THE PROPOSAL, AS APPLICABLE. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

MFS Charter Income Trust
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [MARCH 11], 2026

MFS Government Markets Income Trust
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [MARCH 11], 2026

MFS Intermediate Income Trust
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [MARCH 11], 2026

This Statement of Additional Information (“SAI”) is available to shareholders of MFS Multimarket Income Trust (the “Fund”) and MFS Intermediate High Income Fund (“CIF”), MFS Charter Income Trust (“MCR”), MFS Government Markets Income Trust (“MGF”), and MFS Intermediate Income Trust (“MIN” and collectively with CIF, MCR, and MGF, the “Target Funds”, and each, a “Target Fund”) in connection with the proposed reorganization of each Target Fund into the Fund (each a “Reorganization”, and collectively the “Reorganizations”). Each Reorganization would, if approved, be carried out pursuant to a separate Agreement and Plan of Reorganization, each of which will be in substantially the same form (the “Reorganization Agreement”). The Reorganization Agreement provides for: (1) the transfer of all of the assets of the Target Fund to the Fund, in exchange solely for the Acquiring Fund Shares (as this term is defined in the Joint Proxy Statement/Prospectus (as defined below)) (although cash may be distributed in lieu of fractional shares); (2) the assumption by the Fund of all liabilities of the Target Fund; (3) the distribution of the Acquiring Fund Shares to the shareholders of the Target Fund; and (4) the subsequent termination, dissolution and complete liquidation of the Target Fund. The Fund as it would exist after the Reorganizations is referred to as the “Combined Fund.”

On December 10, 2025, Massachusetts Financial Services Company (“MFS”), abrdn Inc. (“Aberdeen”) and, for purposes specified therein, Aberdeen Group plc, entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Aberdeen will acquire certain assets related to MFS’ business of providing investment management services (the “Business”) if the Reorganizations are approved, and upon satisfaction or waiver of certain other conditions. More specifically, under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction (as defined below) and subject to certain exceptions, (i) all right, title, and interest of MFS in and to the books and records relating to the Business of the Acquiring Fund; and (ii) the goodwill of the Business (the “Transaction”).

The Fund and Target Funds are not parties to the Purchase Agreement; however, the consummation of the Transaction is subject to certain conditions, including, but not limited to, (a) approval by shareholders of the Acquiring Fund of (i) the issuance of common shares of the Acquiring Fund in connection with the Reorganizations, (ii) a new investment management agreement between the Acquiring Fund and Aberdeen, and (iii) a new board of trustees (the “Aberdeen Board,” as defined below), each such proposal in subpart (b) as described in a separate proxy statement (the “Acquiring Fund Proposals”). If Target Fund shareholders approve some or all Reorganizations and Acquiring Fund shareholders approve the Acquiring Fund Proposals, Aberdeen will serve as the Fund’s investment adviser, and the Aberdeen Board will oversee the Fund. It is possible that certain Reorganizations and the Transaction may proceed even if shareholders of certain Target Funds do not approve the Reorganization for their respective Target Fund. However, if shareholders of certain of the Target Funds do not approve the Reorganizations and if other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed.

This SAI is not a prospectus and should be read in conjunction with the Joint Proxy Statement/Prospectus dated January [ ], 2026, and filed on Form N-14 with the Securities and Exchange Commission (“SEC”) relating to the proposed Reorganizations (the “Joint Proxy Statement/Prospectus”). A copy of the Joint Proxy Statement/Prospectus and other information may be obtained without charge by calling (800) 848 -3402 or from https://vote.proxyonline.com/MFS/docs/taxablefunds.pdf . You may also obtain a copy of the Joint Proxy Statement/Prospectus on the website of the SEC (http://www.sec.gov). Capitalized terms used but not defined in this SAI have the meanings assigned to them in the Joint Proxy Statement/Prospectus.

The Fund is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Massachusetts business trust. The Fund is classified as a “diversified fund” under the 1940 Act.

The investment objective and investment policies of the Fund are described in the Joint Proxy Statement/Prospectus. Additional information concerning the characteristics of the Fund’s investments, strategies and risks is set forth below. Unless a strategy or policy described below is specifically prohibited by the investment restrictions listed in the Joint Proxy Statement/Prospectus or by the 1940 Act or other applicable law, the Fund may engage in each of the practices described below. However, the Fund is not required to engage in any particular transaction or purchase any particular type of securities or investment even if to do so might benefit the Fund. The investment policies described below, except as otherwise noted, are not fundamental policies and may be changed by the Fund’s Board of Trustees (each, a “Board” or collectively, the “Boards”) without the approval of shareholders. In addition, the Fund may be subject to restrictions on its ability to utilize certain investments or investment techniques. The following is not meant to be an exclusive list of all the securities and instruments in which the Fund may invest or investment strategies in which it may engage, and the Fund may invest in instruments and securities and engage in strategies other than those listed below.

Below Investment Grade Quality Debt Instruments. Below investment grade quality debt instruments, commonly referred to as “high yield securities” or “junk bonds,” are considered speculative with respect to the issuer’s continuing ability to meet principal and interest payments and will involve greater risk of principal and income, including the possibility of default or bankruptcy of the issuers of such instruments, and may involve greater volatility of prices, especially during periods of economic uncertainty or change, than higher quality debt instruments. These below investment grade quality debt instruments generally tend to reflect economic changes and the outlook for economic growth, short-term corporate and industry developments and the market’s perception of their credit quality to a greater extent than higher quality debt instruments, which react primarily to fluctuations in the general level of interest rates, although these below investment grade quality debt instruments are also affected by changes in interest rates. In the past, economic downturns or an increase in interest rates have, under certain circumstances, resulted in a higher incidence of default by the issuers of these instruments and may do so in the future, especially in the case of highly leveraged issuers. The prices for these instruments may be affected by legislative and regulatory developments. The market for these below investment grade quality debt instruments may be less liquid than the market for investment grade debt instruments. Furthermore, the liquidity of these below investment grade quality debt instruments may be affected by the market’s perception of their credit quality.

These risks are especially acute for distressed instruments, which are securities of issuers in extremely weak financial condition or perceived to have a deteriorating financial condition that will materially affect their ability to meet their financial obligations. Issuers of such instruments are generally experiencing financial or operating difficulties, have substantial capital needs or negative net worth, face special competitive or product obsolescence problems, or may be involved in various stages of bankruptcy, restructuring, or liquidation.

Instruments in the lowest tier of investment grade debt instruments have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments and involve the risks described above to a greater degree than in the case of higher grade securities.

Borrowing. The Fund may borrow money from banks in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings) or in connection with engaging in transactions considered by the SEC to constitute a form of borrowing under the 1940 Act (e.g., reverse repurchase agreements) to the extent permitted by the Fund’s investment objectives and policies. Notwithstanding the foregoing, pursuant to Rule 18f-4 under the 1940 Act, the Fund has the option to treat all reverse repurchase agreements and similar financing transactions as “derivatives transactions” as opposed to including such transactions in the Fund’s asset coverage ratio for borrowings. If the Fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If the Fund makes additional investments while borrowings are

outstanding, this may be considered a form of leverage and may cause a Fund to liquidate investments when it would not otherwise do so. Money borrowed will be subject to interest charges and may be subject to other fees or requirements which would increase the cost of borrowing above the stated interest rate.

Business Continuity. MFS has developed a Business Continuity Program (the “Program”) that is designed to minimize the disruption of normal business operations in the event of an adverse incident impacting MFS, its affiliates, or the Fund. While MFS believes that the Program is comprehensive and should enable it to reestablish normal business operations in a timely manner in the event of an adverse incident, there are inherent limitations in such programs (including the possibility that contingencies have not been anticipated and procedures do not work as intended) and under some circumstances, MFS, its affiliates, and any vendors used by MFS, its affiliates, or the Fund could be prevented or hindered from providing services to the Fund for extended periods of time. These circumstances may include, without limitation, natural disasters, outbreaks of pandemic or epidemic diseases, acts of governments, any act of declared or undeclared war (including acts of terrorism), power shortages or failures, utility or communication failure or delays (including disruptions to broadband and Internet services), labor disputes, strikes, shortages, supply shortages, system failures or malfunctions. These circumstances, including systems failures and malfunctions, could cause disruptions and negatively impact the Fund’s service providers and the Fund’s business operations, potentially including an inability to process Fund shareholder transactions, an inability to calculate the Fund’s net asset value and price the Fund’s investments, and impediments to trading portfolio securities. Disruptions to business operations may exist or persist even if employees of MFS, its affiliates, and any vendors used by MFS, its affiliates, or the Fund are able to work remotely. The Fund’s ability to recover any losses or expenses it incurs as a result of a disruption of business operations may be limited by the liability, standard of care, and related provisions in its contractual arrangements with MFS and other service providers.

Cash Management. A Fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds. Generally, these securities offer less potential for gains than other types of securities. In addition, the Fund will be subject to the risks of investments in cash equivalents, including liquidity risks that may delay the Fund from accessing its cash. The Fund normally invests uninvested cash balances in a money market fund advised by MFS. This money market fund does not pay a management fee but does incur investment and operating costs.

Collateralized Debt Obligations. Collateralized debt obligations (“CDOs”) are types of securitized instruments and include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. Although certain CDOs may benefit from credit enhancement in the form of a senior-subordinate structure, overcollateralization or bond insurance, such enhancement may not always be present, and may fail to protect a Fund against the risk of loss on default of the collateral. CDOs may charge management fees and administrative expenses, which are in addition to those of a Fund. A CBO is ordinarily issued by a trust or other special purpose entity and is typically collateralized by a diversified pool of debt instruments, including below investment grade quality debt instruments, held by such issuer. A CLO is ordinarily issued by a trust or other special purpose entity and is typically collateralized by a pool of loans, including domestic and non-senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be below investment grade quality, held by such issuer. CDOs may be less liquid than other types of securities.

For CDOs, the cash flows are generally split into two or more portions, called tranches, varying in risk and yield. The riskiest tranche bears the first loss from defaults from the bonds, loans or other underlying collateral and serves to protect the other, more senior tranches from default (though such protection is not complete). The risks of an investment in a CDO depend largely on the type of the underlying collateral and the tranche of the CDO in which a Fund invests. Since it is partially protected from defaults, a senior tranche from a CDO may have a higher rating and lower yields than its underlying collateral.

In addition to the risks associated with debt instruments and securitized instruments, CDOs carry additional risks including, (i) the possibility that distributions from underlying collateral will not be adequate to make interest or other payments; (ii) the quality of the underlying collateral may decline in value or default; (iii) the risk that the Fund may invest in CDOs that are subordinate to other tranches; and (iv) the complex structure of the instrument may produce disputes with the issuer or unexpected investment results.

Some of the loans in which a Fund may invest or to which a Fund may gain exposure through its investments

in CDOs, CLOs, or other types of structured securities may be covenant-lite loans, which impose fewer or less restrictive constraints on the borrower than certain other types of loans. Covenant-lite loans generally do not include terms that allow the lender to monitor the performance of the borrower and declare a default or force a borrower into bankruptcy restructuring if certain quantitative criteria related to the borrower’s financial condition are breached. Under such loans, lenders typically must rely on covenants that restrict a company from incurring additional debt or engaging in certain actions, in each case generally subject to certain exceptions, which exceptions may be broader or more extensive in covenant-lite loans relative to certain other types of loans. Such covenants can only be breached by an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, a Fund may have fewer rights against a borrower when it invests in or has exposure to covenant-lite loans and, accordingly, may have a greater risk of loss on such investments as compared to investments in or exposure to loans with additional or more traditional covenants.

Commodity Pool Operator Regulation. A notice has been filed by MFS with the National Futures Association (NFA) claiming an exclusion from the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission (CFTC) promulgated thereunder with respect to the Fund’s operation. As a result, as of the date of this SAI, MFS, as adviser to the Fund, is not currently subject to registration or regulation as a CPO with respect to the Fund. However, if in the future MFS, with respect to a Fund, is no longer eligible for this exclusion, the notice claiming exclusion from the definition of a CPO would be withdrawn, and MFS, as adviser to such Fund, would be subject to regulation as a CPO with respect to such Fund.

Commodity-Related Investments. Commodity-related investments include futures, options, options on futures, swaps, structured securities, securities of other investment companies, grantor trusts, commodity-linked notes, and hybrid instruments whose values are related to commodities or commodity contracts. The value of commodity-related investments can be affected by factors such as changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates, currency fluctuations, population growth or decline and changing demographics, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, changes in storage costs, insufficient storage capacity, embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply and demand, tariffs, war, policies of commodity cartels, and international market, economic, industry, political, environmental, public health, and regulatory developments. Certain commodities (and related derivatives) are susceptible to negative prices due to factors such as supply surpluses caused by global events. Commodities may be subject to the risk of theft, spoilage, destruction, delivery disruption and similar risks. In addition, storage, insurance and other costs associated with holding commodities will affect the value of commodity-linked investments. The value of commodity-related investments can be more volatile than the value of traditional securities. In addition, a highly liquid market may not exist for certain commodity-related instruments, and there can be no assurance that one will develop. Commodity-related instruments are also subject to credit and interest rate risks that in general affect the values of debt securities.

Actions of and changes in governments, and political and economic instability, in commodity-producing and -exporting countries may affect the production and marketing of commodities. In addition, commodity-related industries throughout the world are subject to greater political, environmental, and other governmental regulation than many other industries. Changes in government policies and the need for regulatory approvals may adversely affect the products and services of companies in the commodities industries. For example, the exploration, development, and distribution of coal, oil, and gas in the United States are subject to significant federal and state regulation, which may affect rates of return on coal, oil, and gas, and the kinds of services that the federal and state governments may offer to companies in those industries. In addition, compliance with environmental and other safety regulations has caused many companies in commodity-related industries to incur production delays and significant costs. Government regulation also may impede the development of new technologies. The effect of future regulations affecting commodity-related industries cannot be predicted.

Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

Contingent Value Rights. A Fund may hold contingent value rights (“CVRs”). A CVR gives the holder the

right to receive an amount, which may be a fixed amount or a variable amount determined by a formula, in the event that a specified corporate action or other business event or trigger occurs (or does not occur) during the term of the CVR. CVRs are often subject to an expiration date. CVRs may be awarded to investors in the context of a corporate acquisition or major restructuring, such as a reorganization pursuant to Chapter 11 of the United States Bankruptcy Code or other bankruptcy reorganization. For example, investors in an acquired or reorganized company may receive CVRs that enable the investor to receive additional shares of the acquiring company in the event that the acquiring company’s share price falls below a certain level by a specified date, or to receive cash payments and/or securities in the event of a future sale or liquidation event involving the company by a specified date. CVRs generally do not entitle a holder to dividends or voting rights with respect to the underlying company and do not represent any rights in the assets of the issuing company. Risks associated with the use of CVRs are generally similar to risks associated with the use of options, such as the risk that the required trigger does not occur prior to a CVR’s expiration, causing the CVR to expire with no value. CVRs also present liquidity risk, as they may not be registered under the federal securities laws or may otherwise be non-transferable or difficult to transfer, as well as counterparty risk and credit risk. Further, because CVRs are valued based on the likelihood of the occurrence of a trigger, valuation often requires subjective modeling and judgment, which increases the risk of mispricing or improper valuation.

Convertible Securities. Convertible securities are bonds, debentures, notes, or other securities that may be converted into or exchanged for (by the holder or by the issuer) shares of stock (or cash or other securities of equivalent value) of the same or a different issuer at a stated exchange ratio. Convertible securities are senior to common stock in a corporation’s capital structure, but are usually subordinated to senior debt obligations of the issuer. A convertible security provides holders, through its conversion feature, an opportunity to participate in increases in the market price of their underlying securities. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, a convertible security generally sells at a price above its “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of a convertible security will vary over time generally depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stock declines in value, a convertible security will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. In general, a convertible security performs more like a stock when the conversion value exceeds the value of the convertible security without the conversion feature and more like a debt instrument when its conversion value is less than the value of the convertible security without the conversion feature. However, a security that is convertible other than at the option of the holder generally does not limit the potential for loss to the same extent as a security convertible at the option of the holder. When the underlying common stock rises in value, the value of convertible security may also be expected to increase. At the same time, however, the difference between the market value of a convertible security and its conversion value will narrow, which means that the value of a convertible security will generally not increase to the same extent as the value of the underlying common stock. Because a convertible security may also be interest rate-sensitive, its value may increase as interest rates fall and decrease as interest rates rise. A convertible security is also subject to credit risk, and is often a lower-quality security.

A contingent convertible or contingent capital security is a type of hybrid security that is intended to either convert into an equity security or have its principal written down or written off upon the occurrence of certain trigger events. An automatic write down, write off, or conversion event will typically be triggered by a reduction in the issuer’s capital level or an action by the issuer’s regulator, but may also be triggered by other factors. Due to the contingent write down, write off, or conversion feature, a contingent convertible security may have a greater risk of principal loss than other securities in times of financial stress. If the trigger level is breached, the value of the contingent convertible security may decrease to zero with no opportunity for an increase in value even if the issuer continues to operate.

Counterparties and Third Parties: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third

party’s ability or willingness to perform in accordance with the terms of the transaction. In addition, fund assets held by a custodian or other third party are subject to the credit risk of the custodian or other third party, and to the custodian’s or third party’s ability or willingness to perform in accordance with the terms of the arrangement. If such a counterparty, custodian, or other third party becomes insolvent or declares bankruptcy, the fund may be limited in its ability to exercise rights to obtain the return of fund assets or in exercising other rights against the counterparty or third party. In addition, bankruptcy and liquidation proceedings take time to resolve, which can limit or preclude a fund’s ability to exercise its rights, including terminating an arrangement or transaction or obtaining fund assets in a timely manner. Counterparties and third parties located outside the United States may involve greater risk of loss or delay in the event of insolvency or bankruptcy. If a counterparty fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the Fund could miss investment opportunities or otherwise hold investments it would prefer to sell, resulting in losses for the Fund.

Country Location. The issuer of a security or other investment is generally deemed to be economically tied to a particular country if: (a) the security or other investment is issued or guaranteed by the government of that country or any of its agencies, authorities or instrumentalities; (b) the issuer is organized under the laws of, and maintains a principal office in, that country; (c) the issuer has its principal securities trading market in that country; (d) a third party has identified that country as an issuer’s “country of risk”; (e) the issuer is included in an index which is representative of that country; (f) the issuer derives 50% or more of its total revenues from goods sold or services performed in that country; or (g) the issuer has 50% or more of its assets in that country. For purposes of determining if a security or other investment is considered a foreign security, revenues from goods sold or services performed in all countries other than the United States and assets in all countries other than the United States may be aggregated. For purposes of determining if a security or other investment is considered an emerging market security, revenues from goods sold or services performed in all emerging market countries and assets in all emerging market countries may be aggregated.

Cybersecurity. The Fund does not directly have any operational or security systems or infrastructure that are potentially subject to cybersecurity risks, but the Fund is exposed through its service providers (including, but not limited to, MFS, MFD, the custodian, the auditor, MFSC, financial intermediaries, and subadvisor (if applicable)), to cybersecurity risks. With the increased use of technologies, such as mobile devices and “cloud”-based service offerings and the dependence on the Internet and computer systems to perform necessary business functions, the Fund’s service providers are susceptible to operational and information or cybersecurity risks that could result in losses to the Fund and its shareholders. Cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are not limited to, infection by computer viruses or other malicious software code, unauthorized access to the service providers’ digital systems through system-wide “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the service providers’ systems or websites rendering them unavailable to intended users or via “ransomware” that renders the systems inoperable until appropriate actions are taken. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the service providers’ systems.

Cybersecurity failures or breaches resulting from the Fund’s service providers or the issuers of securities in which the Fund invests could negatively impact the value of the Fund’s investments and cause disruptions and impact the service providers’ and the Fund’s business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business and the Fund to process transactions, the inability to calculate the Fund’s net asset value, impediments to trading, destruction to equipment and systems, interference with quantitative models, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchanges and other financial market operators, and other parties. The Fund may incur incremental costs to prevent or reduce the impact of cyber incidents in the future which could negatively impact the Fund and its shareholders. Because technology is frequently changing, new ways to carry out cybersecurity attacks continue to develop. Therefore, there is a chance that certain risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the ability of the Fund and its service providers to plan for or respond to a cybersecurity attack. Furthermore, geopolitical tensions could increase the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-states or from entities with nation-state backing.

While MFS has established information security plans, business continuity plans and risk management systems that it believes are reasonably designed to prevent or reduce the impact of such cyberattacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been (or cannot be) adequately identified. Furthermore, the Fund cannot directly control any cybersecurity plans and systems put in place by service providers, or by issuers in which the Fund invests, and such service providers may have limited indemnification obligations to MFS or the Fund, each of whom could be negatively impacted as a result.

Debt Instruments. Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. In addition, because yields vary over time, no specific level of income can ever be assured. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate; i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument. Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal. The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in the financial condition of the issuer or borrower. The price of a debt instrument changes in response to interest rate changes. Interest rates change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for fixed-rate instruments than floating-rate instruments and for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. To the extent the Fund invests in fixed-rate instruments, fluctuations in the market price of such investments may not affect interest income derived from those instruments, but may nonetheless affect the Fund’s net asset value, especially if the instrument has a longer maturity. Substantial increases in interest rates may cause an increase in issuer defaults, as issuers may lack resources to meet higher debt service requirements. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument trading at a negative interest rate is expected to produce a negative return if held to maturity. Debt markets, including fixed-income markets, can be volatile and can decline significantly in response to changes in, or investor perceptions of changes in, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that affect a particular type of instrument, issuer, or borrower, and/or that affect the debt market generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural and environmental disasters such as earthquakes, fires, floods, hurricanes, tsunamis and other weather-related phenomena; outbreaks of pandemic and epidemic diseases; terrorist attacks; war or military confrontations; and other geopolitical changes or events (and their aftermath) can have a dramatic adverse effect on debt markets, including fixed-income markets, and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market. Climate change regulation (such as decarbonization legislation or other mandatory controls to reduce emissions of greenhouse gases) could significantly affect many of the companies in which the Fund invests by, among other things, increasing those companies’ operating costs and capital expenditures. Debt markets, including fixed-income markets, may be susceptible to market manipulation or other fraudulent practices which could disrupt the orderly functioning of these markets or adversely affect the value of instruments that trade in such markets.

A widespread health crisis such as a global pandemic could cause substantial market volatility and have long-

term effects on the United States and world economies and markets generally. For example, the novel coronavirus (COVID-19) pandemic resulted in significant disruptions to global business activity, including closed international borders, quarantines and travel restrictions, disruptions to business operations and supply chains, and lower consumer demand and economic output. Multiple surges in cases globally, the availability and widespread adoption of vaccines, and the emergence of variant strains of the virus continue to create uncertainty as to the future and long-term impacts resulting from the pandemic. Epidemics and pandemics that may arise in the future could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general in significant and unforeseen ways. A health crisis may also exacerbate other pre-existing political, social and economic risks. Any such impacts could adversely affect the prices and liquidity of the Fund’s investments and the Fund’s performance.

The London Interbank Offered Rate (LIBOR) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) have historically been tied to LIBOR, and the Fund may have maintained investments and entered into transactions utilizing a LIBOR-based reference rate. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate (SOFR) for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR) and the transition to replacement reference rates continues. The transition away from LIBOR to the use of replacement rates has generally not been disruptive but the full impact of the transition on the Fund or the financial instruments in which the Fund invests cannot yet be fully determined.

SOFR is an index rate calculated based on short-term repurchase agreements backed by U.S. Treasury Instruments. While LIBOR was an unsecured rate, SOFR is a secured rate. There can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, monetary policy, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Fund. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR-linked floating rate instruments and the trading prices of such instruments. Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although occasional, increased daily volatility in SOFR would not necessarily lead to more volatile interest payments, the return on and value of SOFR-linked floating rate instruments may fluctuate more than floating rate instruments that are linked to less volatile rates.

In addition, interest rates or other types of rates and indices which are classed as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted.

Depositary Receipts. Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depository.” Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). In sponsored programs, an issuer has made arrangements to have its securities trade in the form of ADRs, EDRs, or GDRs. In unsponsored programs, the issuer may not be directly involved in the creation of the program. For ADRs, the depository is typically a U.S. financial institution and the underlying

securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and may be offered privately in the United States and are generally designed for use in securities markets outside the United States. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. Depositary receipts denominated in a currency other than the currency of the underlying securities subjects the investors to the currency risk of the depositary receipt and the underlying securities.

With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and financial information to the depositary receipt holders at the underlying issuer’s request.

Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Investments in non-U.S. issuers through ADRs, EDRs, GDRs, and other types of depositary receipts generally involve risks applicable to other types of investments in non-U.S. issuers. Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market.

Derivatives. While the Fund may use derivatives for any investment purpose, the Fund expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure or index. Derivatives involve a counterparty to the transaction and are subject to the credit risk of the counterparty and to the counterparty’s ability or willingness to perform in accordance with the terms of the derivative. Derivatives include futures, forward contracts, options, inverse floating rate instruments, swaps, and certain complex structured securities. Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types. If the value of a derivative does not correlate well with the particular market or other asset class to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.

Certain derivatives transactions, including futures, options on futures, and certain swaps, are required to be (or are capable of being) centrally cleared. A party to a cleared derivatives transaction is subject to the credit risk of the clearinghouse and the clearing member through which it holds its cleared position. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in relatively few clearinghouses and clearing members. It is not clear how an insolvency proceeding of a clearinghouse would be conducted and what impact an insolvency of a clearinghouse would have on the financial system. In the event of the insolvency of a clearinghouse, the Fund might experience a loss of funds deposited through its clearing member as margin with the clearinghouse, a loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits on closed positions. Such an insolvency might also cause a substantial delay before the Fund could obtain the return of funds owed to it by a clearing member who was a member of such clearinghouse. A clearing member is generally obligated to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing member’s proprietary assets. However, all funds and other property received by a clearing member

from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account by account class, and the clearing member may invest those funds in certain instruments permitted under applicable regulations. Therefore, the Fund might not be fully protected in the event of the bankruptcy of the Fund’s clearing member because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member’s customers for a relevant account class. The clearing member is required to transfer to the clearinghouse the amount of margin required by the clearinghouse for cleared derivatives, which amounts are generally held in an omnibus account at the clearinghouse for all customers of the clearing member. In respect of cleared swaps (but not futures or options on futures), regulations promulgated by the CFTC require that the clearing member notify the clearinghouse of the initial margin provided by the clearing member to the clearinghouse that is attributable to each customer. However, if the clearing member does not accurately report the Fund’s initial margin, the Fund is subject to the risk that a clearinghouse will use the assets attributable to it in the clearinghouse’s omnibus account to satisfy payment obligations a defaulting customer of the clearing member has to the clearinghouse. Clearinghouses (and in many cases clearing members) have broad rights to increase margin requirements for existing transactions or to terminate those transactions at any time. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Fund, does not maintain accurate records, or in the event of fraud or misappropriation of customer assets by a clearing member, the Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.

Legislation and regulation of derivatives in the United States and other jurisdictions, including margin, clearing, trading and reporting requirements, and leveraging and position limits, may make derivatives more costly and/or less liquid, limit the availability of certain types of derivatives, cause the Fund to change its use of derivatives, or otherwise adversely affect a Fund’s use of derivatives.

For example, the Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, in the event of an insolvency of its counterparties (or their affiliates) could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, the United Kingdom and various other jurisdictions. Such regimes provide government authorities with broad authority to conduct a resolution of a financial institution that is in danger of default. With respect to counterparties who are subject to such proceedings in the European Union and the United Kingdom, the liabilities of such counterparties to the Fund could be reduced, eliminated or converted to equity (sometimes referred to as a “bail in”).

Derivatives Transactions Subject to Rule 18f-4. Rule 18f-4 under the 1940 Act governs the Fund’s use of derivative instruments and certain other transactions that create future payment and/or delivery obligations by the Fund, such as short sale borrowings and reverse repurchase agreements or similar financing transactions, and certain transactions entered into on a when-issued, delayed delivery or forward commitment basis (for purposes of this section, “Derivatives Transactions”). Unless the Fund qualifies as a “limited derivatives user” as defined under Rule 18f-4 (a “Limited Derivatives User”), the Fund will (i) appoint a Derivatives Risk Manager, (ii) maintain a Derivatives Risk Management Program designed to identify, assess, and reasonably manage the risks associated with Derivatives Transactions; (iii) comply with certain value-at-risk (VaR)-based leverage limits; and (iv) comply with certain Board reporting and recordkeeping requirements. (VaR is an estimate of an instrument’s or portfolio’s potential losses, expressed as a percentage of the value of a portfolio’s assets or fund’s net assets, over a given time horizon and at a specified confidence level.)

If a Fund qualifies as a Limited Derivatives User, it is excepted under Rule 18f-4 from the requirements to appoint a Derivatives Risk Manager, adopt a Derivatives Risk Management Program, comply with certain VaR-based leverage limits, and comply with certain Board oversight and reporting requirements. Rather, a Fund that qualifies as a Limited Derivatives User will maintain policies and procedures reasonably designed to manage its derivatives risks and will be subject to risk limits and guidelines as well as certain reporting requirements with respect to its execution of Derivatives Transactions in accordance with Rule 18f-4.

Pursuant to Rule 18f-4, when the Fund enters into reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Fund will (i) aggregate the amount of indebtedness associated with all of its reverse repurchase agreements or similar financing transactions with the amount of any other “senior securities” representing indebtedness (e.g., bank borrowings, if applicable) when calculating the Fund’s asset coverage ratio under Section 18 of the 1940 Act or (ii) treat all such transactions as Derivatives Transactions.

The requirements of Rule 18f-4 may limit the Fund’s ability to engage in Derivatives Transactions as part of its investment strategies. These requirements may also increase the cost of the Fund’s investments and cost of doing business, which could adversely affect the value of the Fund’s investments and/or the performance of the Fund.

Emerging Market Countries. Emerging market countries include countries determined to have emerging market economies, taking into account a number of factors, including whether a particular country has a low- to middle-income economy according to the International Bank for Reconstruction and Development (the World Bank), the country’s designation by the International Monetary Fund as an emerging market, the country’s inclusion in an emerging market or frontier emerging market index, and other factors that demonstrate that the country’s financial and capital markets are in the development phase. Emerging market countries include countries located in Latin America, Asia, Africa, the Middle East, and developing countries of Europe, primarily Eastern Europe.

Investments tied economically to emerging market countries may be more volatile than investments in countries with more developed markets. The risk of expropriation, confiscatory taxation, nationalization and social, political, and economic instability, greater susceptibility to environmental problems, greater government involvement in the economy, inflation or deflation, currency devaluations, currency exchange rate fluctuations, war, and terrorism may be greater in emerging market countries than countries in developed markets. In addition, many emerging market countries with less established health care systems have experienced outbreaks of pandemic, epidemic, or contagious diseases from time to time. The economies of emerging market countries may be based on only a few industries, may be vulnerable to changes in trade conditions, and may have large debt burdens and higher inflation rates.

A number of emerging market countries restrict, to varying degrees, foreign investment in securities. Further, some securities may not be available to the Fund because foreign shareholders hold the maximum amount permissible under current law. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries and may be subject to currency exchange control restrictions. In addition to withholding taxes on investment income, some emerging market countries may impose different capital gains taxes on foreign investors.

Generally accepted accounting, auditing, and financial reporting practices and standards in emerging market countries may vary from country to country and may be significantly different from those countries in developed markets. There may be less publicly available information about issuers and certain financial instruments, and currency hedging may be unavailable. Shares of companies that only trade on an emerging market securities exchange are not likely to file reports with the SEC. The financial information and disclosure made by such issuers of emerging market securities may be considerably less reliable than publicly available information about other foreign securities since such companies are generally not subject to the same regulatory, accounting, auditing or auditor oversight requirements applicable to companies that file reports with the SEC. In addition, the PCAOB, which regulates auditors of U.S. public companies, may not be able to inspect audit work papers in certain emerging market countries. Many emerging market countries have less government supervision, regulation, and enforcement of the securities markets and participants in those markets.

Investors in emerging markets may not have the ability to seek certain legal remedies in U.S. courts as private plaintiffs. As a practical matter, investors may have to rely on domestic legal remedies that are available in the emerging market and such remedies are often limited and difficult for international investors to pursue. Shareholder claims, including class action and securities law and fraud claims, generally are difficult or unavailable to pursue as a matter of law or practicality in many emerging market countries. In addition, the SEC, U.S. Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company officers and directors, in certain emerging markets due to jurisdictional limitations and various other factors.

The securities markets of emerging market countries may have substantially less trading volume, resulting in a lack of liquidity and high price volatility. There may be a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries as well as a high concentration of investors and financial intermediaries. In addition, securities markets of emerging market countries may be subject to potential market closures due to market, economic, political, regulatory, geopolitical, environmental, public

Practices in relation to settlement of securities transactions in emerging market countries involve higher risks than those in developed countries because brokers and counterparties in such countries may be less well-capitalized and custody and registration of assets in some countries may be unreliable.

Emerging market country debt is subject to high risk and may not be rated for creditworthiness by any internationally recognized credit rating organization. The issuer or governmental authority that controls the repayment of an emerging market country’s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. If a government obligor defaults on its obligation, an investor may have limited resources and may not be able to enforce a judgment against a foreign government.

A sub-set of emerging market countries are considered to have frontier markets. Frontier market countries generally have smaller, less diverse economies and less mature capital markets than larger emerging market countries, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity.

Certain trading structures or protocols in some emerging markets involve the risks described above to a greater degree than in developed markets or even in other emerging markets. The Fund may, directly or indirectly (through, for example, participation notes or other types of equity-linked notes), purchase shares in mainland China-based companies that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China A-Shares”) or debt securities traded on the China Interbank Bond Market (“CIBM Bonds” and with “China A-Shares, “China Connect Securities”), through a variety of mutual market access programs (collectively, “China Connect”) that enable foreign investment in People’s Republic of China (PRC) exchange-traded securities via investments made in Hong Kong or other locations that may in the future have China Connect programs with the PRC. Examples of China Connect programs include the Shanghai and Shenzhen-Hong Kong Stock Connect (collectively, “Stock Connect”) and the China Bond Connect (the “Bond Connect”). Trades do not cross between the Shanghai and Shenzhen stock exchanges and a separate broker is assigned for each exchange. If the Fund rebalances across both exchanges, the Fund must trade out of stocks listed on one exchange with a broker and trade into stocks on the other exchange with a separate broker. As a result, the Fund may incur additional fees.

There are significant risks inherent in investing in China Connect Securities through China Connect. The China Connect programs are relatively new. There can be no assurance that China Connect programs will not be discontinued without advance notice or that future developments will not restrict or adversely affect a Fund’s investments or returns through China Connect. The less developed state of PRC’s investment and banking systems with respect to foreign investment subjects the settlement, clearing, and registration of China Connect Securities transactions to heightened risks. China Connect program restrictions could also limit the ability of a Fund to sell its China Connect Securities in a timely manner, or to sell them at all. For instance, China Connect programs involving Hong Kong can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if Hong Kong markets are closed but China Connect Securities are trading in the PRC, or where China Connect programs are closed for extended periods of time because of subsequent Hong Kong and PRC holidays (or for other reasons), a Fund may not be able to dispose of its China Connect Securities when it wants to in a timely manner, which could adversely affect the Fund’s performance. Additionally, certain China Connect programs are subject to daily quota limitations on purchases of certain China Connect Securities (such as China A-Shares). Once the daily quota is reached, orders to purchase additional China A-Shares through Stock Connect will be rejected. Investment quotas are subject to change, and although the current quotas do not place limits on sales of China A-Shares or other China Connect Securities through China Connect programs, there can be no guarantee that capital controls would not be implemented that could adversely affect the Fund’s ability to remove money out of China and use it for other purposes, including to meet redemptions.

China Connect Securities purchased through a China Connect program are held through a nominee structure by a Hong Kong-based depository as nominee (the “Nominee”) on behalf of investors. Thus, the Fund’s investments will be registered on the books of the PRC clearinghouse in the name of a Hong Kong clearinghouse, and on the books of a Hong Kong clearinghouse in the name of the Fund’s Hong Kong sub-custodian, and may not be clearly

designated as belonging to the Fund. The precise nature and rights of a Fund as the beneficial owner of China Connect Securities through the Nominee is not well defined under PRC law and it is not yet clear how such rights will be recognized or enforced under PRC law. The use of the nominee system also exposes the Fund to the credit risk of the depository intermediaries, and to greater risk of expropriation. Different fees, costs, and taxes are imposed on foreign investors acquiring China Connect Securities acquired through China Connect programs, and these fees, costs, and taxes may be higher than comparable fees, costs, and taxes imposed on owners of other securities providing similar investment exposure. Furthermore, the securities regimes and legal systems of the PRC and Hong Kong differ significantly from each other and issues may arise based on these differences. Loss of Hong Kong independence or legal distinctiveness, for example, could undermine significant benefits of the China Connect programs. Political, regulatory and diplomatic events, such as the U.S.-China “trade war” that has intensified since 2018, could have an adverse effect on the Chinese or Hong Kong economies and on investments made through China Connect programs, and thus could adversely impact a Fund investing through China Connect programs.

CIBM Bonds may also be purchased through the CIBM Direct Access Program, which is also relatively new. The CIBM Direct Access Program, established by the People’s Bank of China, allows eligible foreign institutional investors to conduct trading in the CIBM, subject to other rules and regulations as promulgated by Chinese authorities. Eligible foreign institutional investors who wish to invest directly in the CIBM through the CIBM Direct Access Program may do so through a settlement agent located in China, who would be responsible for making the relevant filings and account opening with the relevant authorities. A Fund is therefore subject to the risk of default or errors on the part of such agent. Many of the same risks that apply to investments in the PRC through China Connect programs also apply to investments through the CIBM Direct Access Program.

Certain securities issuers, including issuers in certain emerging market countries, may use a structure known as a variable interest entity. A Fund’s investment in such an issuer may pose additional risks because the Fund’s investment is made through a holding company whose interests in the underlying business are established through contracts rather than through equity ownership. Certain Chinese companies have used variable interest entities as a means to circumvent Chinese restrictions on foreign ownership of securities in certain sectors. In such cases, the operating company is generally owned by Chinese nationals and an offshore holding company indirectly holds certain contractual rights relating to the operating company, including a contractual claim on the operating company’s profits. Shares of the offshore holding company, in turn, are traded on exchanges outside of China and are available to non-Chinese investors such as the Fund. While the application of the variable interest entity structure is a longstanding industry practice in China, the Chinese government has never approved these structures. There is a risk that the Chinese government may cease to tolerate such variable interest entity structure at any time or impose new restrictions on the structure, in each case either generally or with respect to specific issuers, which could lead to significant losses with little or no recourse available. Further, in case of dispute (for example, with the Chinese owners of the operating company), the holding company’s contractual claims with respect to the operating company may be deemed unenforceable in China, thus limiting the remedies and rights of investors such as the Fund. Such legal uncertainty may be exploited against the interests of the investors in the related holding company. Further, this application of the variable interest entity structure generally restricts the Fund’s ability to influence the operating company through proxy voting and other means and may restrict the ability of an issuer to pay dividends to shareholders from operating company earnings. Foreign companies listed on stock exchanges in the United States, including companies using the variable interest entity structure, could also face delisting or other ramifications for failure to meet the expectations and/or requirements of the SEC, the PCAOB, or other United States regulators. In addition, legislation passed in the U.S. could cause securities of a foreign issuer, including American Depositary Receipts, to be delisted from U.S. stock exchanges if the issuer does not allow the U.S. government to inspect or investigate the auditing of its financial information. Although the requirements of this legislation apply to securities of all foreign issuers, the U.S. government has thus far limited its enforcement efforts to securities of Chinese companies. If securities are delisted, a Fund’s ability to transact in such securities will be impaired, and the liquidity and market price of the securities may decline. The Fund may also need to seek other markets in which to transact in such securities, which could increase the Fund’s costs.

Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility, epidemics, pandemics, adverse economic, market or political events, and other events. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets,

and individual securities may be severely affected both regionally and globally, and the value of a Fund’s assets may go down.

These and other risks may exist to varying degrees in connection with investments through other trading structures, protocols and platforms in emerging markets.

Equity Securities. Equity securities represent an ownership interest, or the right to acquire an ownership interest, in a company or other issuer. Different types of equity securities provide different voting and dividend rights and priorities in the event of bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, securities convertible into stocks, depositary receipts for such securities, equity interests in REITs, securities of investment companies, and other similar interests in an issuer. The price of an equity security fluctuates in response to issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, as well as to investor perceptions of these conditions. Prices can decrease significantly in response to these conditions, and these conditions can affect a single issuer, issuers within a broad market sector, industry or geographic region, or the market in general. Different parts of the market and different types of securities can react differently to these conditions. For example, the stocks of growth companies can react differently from the stocks of value companies, and the stocks of large cap companies can react differently from the stocks of small cap companies. Certain changes or events, such as political, social, or economic developments, including increasing or negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events, can have a dramatic adverse effect on equity markets and may lead to periods of high volatility in an equity market or segment of an equity market. Climate change regulation (such as decarbonization legislation or other mandatory controls to reduce emissions of greenhouse gases) could significantly affect many of the companies in which the Fund invests by, among other things, increasing those companies’ operating costs and capital expenditures. Equity markets may be susceptible to market manipulation or other fraudulent practices which could disrupt the orderly functioning of these markets or adversely affect the value of instruments that trade in such markets.

A widespread health crisis such as a global pandemic could cause substantial market volatility and have long-term effects on the United States and world economies and markets generally. For example, the COVID-19 pandemic resulted in significant disruptions to global business activity, including closed international borders, quarantines and travel restrictions, disruptions to business operations and supply chains, and lower consumer demand and economic output. Multiple surges in cases globally, the availability and widespread adoption of vaccines, and the emergence of variant strains of the virus continue to create uncertainty as to the future and long-term impacts resulting from the pandemic. Epidemics and pandemics that may arise in the future could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general in significant and unforeseen ways. A health crisis may also exacerbate other pre-existing political, social and economic risks. Any such impacts could adversely affect the prices and liquidity of the Fund’s investments and the Fund’s performance.

Financial Services Exposure Risk. Events that affect the financial services sector may have a significant adverse effect on the Fund. Issuers and/or counterparties in a single industry or related industries can react similarly to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Issuers and/or counterparties in the financial services sector are subject to many risks, including adverse government regulation, decreased availability and increased cost of capital, and changes in interest and/or default rates. In the event of the shutdown of certain financial institutions and disruption in the financial services sector, there can be no certainty that the actions taken by governments will be effective in mitigating the effects of financial institution failures on the economy and/or restoring public confidence in the banking financial institutions and the U.S. and global financial systems.

Floating Rate Certificates. Each holder of a floating rate certificate has the option at specified times to tender its certificate to the issuer or a specified third party acting as agent for the issuer for purchase at the stated amount of the certificate plus accrued interest. Floating rate certificates may be floating or variable rate securities. The issuer or third party agent may be unable to purchase the certificates on the purchase date due to a variety of

Foreign Currencies. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries. In addition, foreign securities may be denominated in foreign currencies and currencies may be purchased directly. Accordingly, changes in the values of those currencies may have a positive or negative effect on the value of securities denominated in that currency or the value of the currency itself.

While holding currencies permits an investor to take advantage of favorable movements in the applicable exchange rate, this strategy also exposes the investor to risk of loss if exchange rates move in a direction adverse to the investor’s position. Such losses could reduce any profits or increase any losses sustained by the investor from the sale or redemption of securities and could reduce the dollar value of interest or dividend payments received.

The values of other currencies relative to the U.S. dollar may fluctuate in response to, among other factors, interest rate changes, intervention (or failure to intervene) by governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency controls, tariffs, and other political or regulatory developments. Currency values can decrease significantly both in the short term and over the long term in response to these and other developments.

Some foreign countries have managed currencies, which are not free floating against the U.S. dollar. Managed currencies can experience a steep devaluation relative to the U.S. dollar. In addition, certain foreign countries may restrict the free conversion of their currencies into other currencies and certain foreign currencies may not trade outside their local country.

Although foreign currency dealers generally do not charge a fee for foreign currency transactions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer.

Foreign currency transactions are contracts to purchase or sell foreign currencies for settlement on a future date. Foreign currency transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date are referred to as deliverable forwards. Depending on time to settlement and certain other characteristics, certain deliverable forwards can be referred to as “spot” foreign currency transactions. Foreign currency transactions that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and current rate at settlement based upon an agreed upon notional amount are referred to as non-deliverable forwards. Depending on whether a foreign currency transaction is deemed to be a spot, a deliverable forward or a non-deliverable forward in a particular jurisdiction, the transaction may be subject to no or different regulatory requirements, including but not limited to reporting, margin, clearing and exchange trading or trading on other public facilities. Numerous regulatory changes related to foreign currency transactions are expected to occur over time and could materially and adversely affect the ability of the Fund to enter into foreign currency transactions or could increase the cost of foreign currency transactions. In the future, certain foreign currency transactions may be required to be subject to initial as well as variation margin requirements. Foreign currency transactions that are not centrally cleared are subject to the creditworthiness of the counterparty to the foreign currency transaction (usually large commercial banks), and their values may decline substantially if the counterparty’s creditworthiness deteriorates. In a cleared foreign currency transaction, performance of the transaction will be effected by a central clearinghouse rather than by the original counterparty to the transaction. Foreign currency transactions that are centrally cleared will be subject to the creditworthiness of the clearing member and the clearing organization involved in the transaction.

A “settlement hedge” or “transaction hedge” attempts to protect against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received. Entering into a foreign currency transaction for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of U.S. dollars “locks in” the U.S. dollar price of the security. Foreign currency transactions to purchase or sell a foreign currency may also be used in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected.

Foreign currency transactions can be used to hedge against a decline in the value of existing investments denominated in foreign currency. For example, if an investor owned securities denominated in pounds sterling, the investor could enter into a forward contract to sell pounds sterling in return for U.S. dollars to hedge against possible declines in the pound’s value. Such a hedge, sometimes referred to as a “position hedge,” would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. An investor could also hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a “proxy hedge,” could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.

Foreign currency transactions can also be used to shift investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to a foreign currency or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a “cross-hedge,” will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause a Fund to assume the risk of fluctuations in the value of the currency it purchases.

Swap agreements, indexed securities, hybrid securities and options and futures contracts relating to foreign currencies can be used for the same purposes.

Successful use of currency management strategies will depend on MFS’ skill in analyzing currency values. Currency management strategies may increase the volatility of a Fund’s returns and could result in significant losses to a Fund if currencies do not perform as MFS anticipates. For example, if a currency’s value rose at a time when MFS had hedged a Fund by selling that currency in exchange for dollars, a Fund would not participate in the currency’s appreciation. If MFS hedges currency exposure through proxy hedges, a Fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if MFS increases a Fund’s exposure to a foreign currency and that currency’s value declines, a Fund will realize a loss. There is no assurance that MFS’ use of currency management strategies will be advantageous to a Fund or that it will hedge at appropriate times.

Foreign Markets. Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies may involve significant risks. Foreign investments involve risks relating to local political, economic, regulatory, or social developments, military action or unrest, adverse diplomatic developments, or government involvement in the economy or in the affairs of specific companies or industries (including wholly or partially state-owned enterprises), and may be affected by actions of U.S. and foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, imposition of tariffs or other economic and trade sanctions, embargoes, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, entering or exiting trade or other intergovernmental agreements, or other government action, intervention, or restriction. Economic or other sanctions imposed on a foreign country or issuer by the United States, or on the United States or issuers by a foreign country, could impair a Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. Sanctions could also affect the value and/or liquidity of a foreign security. The debt instruments of foreign governments and their agencies and instrumentalities may or may not be supported by the full faith and credit of the foreign government. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for payment be renegotiated. In addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.

Foreign markets, while growing in volume and sophistication, may not be as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. Foreign trading, settlement and custodial practices (including those involving settlement where Fund assets may be released prior to receipt of payment) may be less developed than those in U.S. markets, and may result in increased risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by,

a foreign broker/dealer, securities depository, or foreign subcustodian. In addition, the costs associated with foreign investments, including withholding or other taxes, brokerage commissions, and custodial costs, are generally higher than with U.S. investments. Some countries limit the ability to profit from short-term trading (as defined in that country).

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers may not be bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and obtain information regarding corporate actions on a timely basis. Legislation passed in the United States effectively prohibits securities of foreign issuers (including those based in China) from being listed on a U.S. securities exchange or traded in the United States over-the-counter market if, because of a position taken by an authority in a foreign jurisdiction, the PCAOB is unable to inspect or investigate the issuer’s audit work papers over a certain period of time. To the extent a Fund invests in the securities of an impacted issuer, delisting or other prohibitions on trading in the securities of the issuer could impair the Fund’s ability to transact in such securities and significantly impact a security’s liquidity and market price (and thus the Fund’s net asset value). The Fund would also need to seek other markets in which to transact in such securities, which could increase the Fund’s trading costs.

Foreign securities may trade on markets that are closed when the U.S. markets are open. As a result, accurate pricing information based on foreign market prices may not always be available. In general, there may be less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States. Over-the-counter markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal rights in foreign countries. Investors in foreign countries may have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other U.S. authorities to bring and enforce actions against foreign issuers or foreign persons is limited.

Some foreign investments impose restrictions on transfer within the United States or to U.S. persons. Although investments subject to such transfer restrictions may be marketable abroad, they may be less liquid than foreign investments that are not subject to such restrictions.

Foreign countries may have reporting requirements with respect to the ownership of securities, and those reporting requirements may be subject to interpretation or change without prior notice to investors. While the Fund makes reasonable efforts to stay informed of foreign reporting requirements relating to the Fund’s non-U.S. portfolio securities, no assurance can be given that the Fund will satisfy applicable foreign reporting requirements at all times.

Global economies and financial markets are interconnected, and conditions in one country, region, or market could adversely impact economic conditions, market conditions, and issuers in other countries, regions, or markets. However, the interconnectedness of economies and/or markets may be diminishing, which may also result in widespread adverse economic impacts that cannot be foreseen at this time. For example, a member state’s decision to leave the European Monetary Union and/or the European Union, or any increased uncertainty as to the status of such entities, could have significant adverse effects on global currency and financial markets, and on the values of the Fund’s investments. On January 31, 2020, the United Kingdom officially withdrew from the European Union (commonly known as “Brexit”). The United Kingdom and European Union reached a preliminary trade agreement, which became effective on January 1, 2021, regarding the terms of their future trading relationship relating principally to the trading of goods; however, negotiations are ongoing for matters not covered by the agreement, such as the trade of financial services. Due to uncertainty of the current political environment, it is not possible to foresee the form or nature of the future trading relationship between the United Kingdom and the European Union. The longer term economic, legal, political and social framework to be put in place between the United Kingdom and the European Union remains unclear and the ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets may continue for some time.

Any further exits from the European Union, or the possibility of such exits, or the abandonment of the euro, may cause additional market disruption globally and introduce new legal and regulatory uncertainties. Among other things, a member state’s decision to leave the European Union or abandon the euro could result in increased market

volatility and illiquidity; fluctuations in asset values; fluctuations in exchange rates; decreased liquidity of investments located, traded, or listed within the European Union, the United Kingdom, or elsewhere; changes in the willingness or ability of financial and other counterparties to enter into transactions or the price and terms on which other counterparties are willing to transact; and/or changes in legal and legal and regulatory regimes to which Fund investments are or become subject. Additionally, certain European countries have developed increasingly strained relationships with the U.S., which could adversely affect European issuers that rely on the U.S. for trade. The national politics of certain countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated political or social developments may result in sudden and significant investment losses to the Fund. The occurrence of terrorist incidents or war in the European region also could negatively impact financial markets. The impact of these events could be significant and could adversely affect the value and liquidity of the Fund investments.

In 2025, a change in the U.S. presidential administration has resulted in significant impacts to international trade relations, tax and immigration policies, and other aspects of the national and international political and financial landscape, which could affect, among other things, the relative strength of the U.S. dollar, inflation, and the securities markets generally. Some countries, including the United States, have adopted more protectionist trade policies. The rise in protectionist trade policies, slowing economic growth, changes to some major international trade agreements, risks associated with trade agreements between the United States and the European Union, and the risks associated with trade negotiations between the United States and China, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time.

Russia’s military action in Ukraine has, and may continue to have, adverse effects on the regional and the global financial markets and economies. In addition, sanctions imposed on Russia, Russian individuals, including politicians, and Russian corporate and banking entities by the United States and other countries, and any sanctions imposed in the future, may have a significant adverse impact on the Russian economy and related markets. Such actions may also result in a decline in the value and liquidity of Russian securities and a weakening of the ruble, and could impair the Fund’s ability to buy, sell, receive, or deliver Russian securities. In addition, securities market trading halts related to the conflict could adversely impact the value and liquidity of the Fund’s holdings and could impair the Fund’s ability to transact in and/or value portfolio securities. Additionally, Russia has taken retaliatory actions, including preventing repatriation of capital by U.S. and other investors. The ramifications of the ongoing conflict and related sanctions may negatively impact other regional and global financial markets (including in Europe, Asia, and the United States), companies in other countries (including those that have done business in Russia), various sectors, industries and markets for securities and commodities, such as oil and natural gas, and global supply chains, food supplies, inflation and global growth.

Furthermore, the prolonged conflict between Hamas and Israel, and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets.

The price and liquidity of the Fund’s investments may fluctuate widely as a result of these and other geopolitical conflicts and related events. The extent and duration of any military conflict or future escalation of such hostilities (including cyberattacks), the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related or similar future events could have a significant adverse impact on Fund performance and the value of an investment in the Fund.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell in the future a specific quantity of an asset, currency, interest rate, index, commodity, instrument or other indicator at a specific price and time. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. The value of a futures contract typically fluctuates in correlation with the increase or decrease in the value of the underlying indicator. The buyer of a futures contract enters into an agreement to purchase the underlying indicator on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an agreement to sell the underlying indicator on the settlement date and is said to be “short” the contract. Futures on indexes and futures not calling for physical delivery of the underlying indicator will be settled through cash payments rather than through delivery of the underlying indicator.

If a fund is the purchaser or seller of a futures contract, the fund is required to deposit “initial margin” with a futures commission merchant (“FCM”) when the futures contract is entered into. Initial margin is typically calculated as a percentage of the contract’s notional amount. The minimum margin required for a futures contract is set by the exchange on which the contract is traded and may be increased by the FCM or the exchange during the term of the contract. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract.

The risk of loss in trading futures contracts can be substantial, because of the low margin required, the extremely high degree of leverage involved in futures pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) to the investor, and with respect to certain futures contracts, futures positions may theoretically result in unlimited losses. In the event of adverse price movements, an investor would continue to be required to make daily cash payments equal to the daily change in value of the futures contract. In addition, on the settlement date, an investor in physically settled futures may be required to make delivery of the indicators underlying the futures positions it holds.

Futures can be sold until their last trading dates, or can be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. It may not be possible to liquidate or close out a futures contract at any particular time or at an acceptable price and an investor would remain obligated to meet margin requirements until the position is closed. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.

Exchanges may cancel trades in limited circumstances, for example, if the exchange believes that allowing such trades to stand as executed could have an adverse impact on the stability or integrity of the market. Any such cancellation may adversely affect the performance of the Fund. In addition, the Fund’s FCM may limit the Fund’s ability to invest in certain futures contracts. Such restrictions may adversely affect the Fund’s performance and its ability to achieve its investment objectives.

The CFTC, and certain foreign regulators, and many exchanges have established (and continue to evaluate and revise) speculative position limits, referred to as “position limits,” on the maximum speculative positions which any person, or group of persons acting in concert, may hold or control in particular futures and options on futures contracts. In addition, U.S. federal position limits apply to swaps that are economically equivalent to futures contracts on certain agricultural, metals and energy commodities. All positions owned or controlled by the same person or entity, even if in different accounts, must be aggregated for purposes of determining whether the applicable position limits have been exceeded, unless an exemption applies. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that positions held by different clients managed by MFS and its affiliates may be aggregated for this purpose. Any modification of trading decisions or elimination of open positions that may be required to avoid exceeding such limits may adversely affect the performance of the Fund. A violation of position limits could also lead to regulatory action materially adverse to the Fund’s investment strategy. The Fund may also be affected by other regimes, including those of the European Union and United Kingdom, and trading venues that impose position limits on commodity derivative contracts.

Futures are subject to the creditworthiness of the FCM(s) and clearing organizations involved in the transaction.

Foreign futures contracts may not be subject to the same level of regulation as U.S. futures contracts, and

foreign futures exchanges may follow trading, settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may involve greater risk of loss than U.S. traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, clearing member, clearing house, or other party that may owe margin to a fund.

If MFS attempts to use a futures contract as a hedge against, or as a substitute for, a portfolio investment, the futures position may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

Hybrid Instruments. Hybrid instruments are generally considered derivatives and combine the elements of swaps, futures contracts, or options with those of debt, preferred equity or a depository instrument. A hybrid instrument may be a debt instrument, preferred stock, warrant, convertible security, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, commodities, indexes, economic factors or other measures, including interest rates, currency exchange rates, or commodities or securities indices, or other indicators.

The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, swaps, options, futures and currencies. An investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include the possibility of significant changes in the benchmark(s) or the prices of the underlying indicators to which the instrument is linked. Such risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument, which may not be foreseen by the purchaser, such as economic and political events, the supply and demand profiles of the underlying indicators and interest rate movements. Hybrid instruments may be highly volatile.

Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark, underlying asset or indicator may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark, underlying asset or indicator may not move in the same direction or at the same time.

Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying indicator is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

If MFS attempts to use a hybrid instrument as a hedge against, or as a substitute for, a portfolio investment, the hybrid instrument may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving hybrid instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt instruments. Under certain conditions, the redemption value of such an investment could be zero. In addition, hybrid instruments are subject to the creditworthiness of the issuer of the hybrid instrument, and their values may decline substantially if the issuer’s creditworthiness deteriorates. Hybrid instruments also may not be subject to regulation by the CFTC, which generally regulates the trading of commodity futures, options, and swaps by and to U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

Inflation. Inflation risk is the uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to

Fund investors or adversely affect the real value of shareholders’ investments in the Fund. Monetary policy measures have in the past, and may in the future, exacerbate risks associated with rising interest rates. In periods of rising interest rates, fixed income securities markets may experience heightened levels of interest rate volatility and liquidity risk.

Inflation-Indexed Bonds. Inflation-indexed bonds are debt instruments whose principal and/or interest value are adjusted periodically according to a rate of inflation (usually a consumer price index). Two structures are most common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.

U.S. Treasury Inflation Protected Securities (“TIPS”) currently are issued with maturities of five, ten, or thirty years, although it is possible that securities with other maturities will be issued in the future. The principal amount of TIPS adjusts for inflation, although the inflation-adjusted principal is not paid until maturity. Semiannual coupon payments are determined as a fixed percentage of the inflation-adjusted principal at the time the payment is made. Increases in the principal value of TIPS due to inflation are considered taxable ordinary income. Any increase in the principal amount of an inflation-indexed debt security will be considered taxable ordinary income, even though the Fund will not receive the principal until maturity. Additionally, a Consumer Price Index swap can potentially lose value if the realized rate of inflation over the life of the swap is less than the fixed market implied inflation rate (fixed breakeven rate) that the investor agrees to pay at the initiation of the swap. Deflation adjustments offset taxable ordinary income to the extent that they do not exceed all current and prior income inclusions. However, if deflation adjustments were to exceed all current and prior income inclusions, any remaining excess would be carried forward to offset future income inclusions in subsequent years. Any excess deflation adjustment remaining at disposition or maturity would reduce capital gain or increase capital loss.

If the rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. At maturity, TIPS are redeemed at the greater of their inflation-adjusted principal or at the par amount at original issue. If an inflation-indexed bond does not provide a guarantee of principal at maturity, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. For example, if inflation were to rise at a faster rate than nominal interest rates, real interest rates would likely decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates would likely rise, leading to a decrease in value of inflation-indexed bonds.

While these securities, if held to maturity, are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If nominal interest rates rise due to reasons other than inflation (for example, due to an expansion of non-inflationary economic activity), investors in these securities may not be protected to the extent that the increase in rates is not reflected in the bond’s inflation measure.

The inflation adjustment of TIPS is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of price changes in the cost of living, made up of components such as housing, food, transportation, and energy. There can be no assurance that the CPI-U will accurately measure the real rate of inflation in the prices of goods and services.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, the Fund may borrow money from and/or lend money to other Funds advised by MFS and for which MFD acts as the principal underwriter. Any loans under the program will be set at an interest rate that is the average of the highest rate available to a lending MFS Fund from an investment in overnight repurchase agreements and the approximate lowest rate at which bank short-term loans would be available to a borrowing MFS Fund. A borrowing MFS Fund may have to borrow from a bank at a higher rate if an interfund loan is called or not renewed. Any delay in repayment of an interfund borrowing to a lending MFS Fund could result in lost investment opportunities or borrowing costs.

Large Shareholder Risk. From time to time, shareholders of the Fund (which may include institutional investors, financial intermediaries, or other MFS Funds) may make (individually or collectively) relatively large

redemptions or purchases of Fund shares. These transactions may cause the Fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the Fund’s performance to the extent that the Fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction and other costs or have adverse tax consequences for shareholders of the Fund by requiring a sale of portfolio securities. The effects of taxable income and/or gains resulting from large redemptions of Fund shares would particularly impact non-redeeming shareholders who do not hold their Fund shares in a tax-advantaged or tax-exempt vehicle. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income rate for shareholders who hold Fund shares in a taxable vehicle. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. Purchases of a large number of shares may adversely affect the Fund’s performance to the extent that it takes time to invest new cash and the Fund maintains a larger cash position than it ordinarily would. A number of circumstances may cause the Fund to experience large redemptions or purchases, such as changes in the eligibility criteria for the Fund or a share class of the Fund; liquidations, reorganizations, repositionings, or other announced Fund events; or changes in investment objectives, strategies, policies, risks or investment personnel.

Lending. The Fund may not lend any loan, if as a result, more than 33 1/3% of its total assets would be lent to other parties. This limitation does not apply to the purchase of debt instruments, money market instruments, repurchase agreements, loans, or other direct indebtedness.

Leveraging. Certain transactions and investment strategies, including when-issued, delayed delivery, and forward commitment purchases, mortgage dollar rolls, and some derivatives, can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the Fund. Leverage can cause increased volatility by magnifying gains or losses.

Liquidity. Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical and other conditions, including trading halts, sanctions, or wars. Investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment may also adversely affect liquidity. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market where frequent and large purchase and sale transactions of a security occur without significantly affecting the price of that security, it may be difficult to value and not possible to sell these investments and the Fund may have to sell certain of these investments at a price or time that is not advantageous in order to meet redemptions or other cash needs.

Loans and Other Direct Indebtedness. Loans and other direct indebtedness are interests in amounts owed by corporations, governmental or other borrowers to lenders or lending syndicates (loans and loan participations), to suppliers of goods and services (trade claims and other receivables), or to other parties. Some loans may be unsecured in part or in full. Loans may be in default at the time of purchase. Loans that are fully secured should protect the purchaser to a greater extent than unsecured loans in the event of nonpayment of scheduled interest or principal. However, there can be no assurance that the liquidation of collateral acquired in connection with the default of a secured loan would satisfy the borrower’s obligation, or that such collateral could be liquidated.

Loans generally are made to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs or other corporate activities. Such loans typically are originated, negotiated and structured by a syndicate of lenders represented by an agent lender that has negotiated and structured the loan and that is responsible for collecting interest and principal payments and other amounts due on behalf of all of the lenders in the syndicate, and for enforcing the lenders’ rights against the borrower. Typically, the agent is given broad discretion in monitoring the borrower’s performance and is obligated to use the same care it would use in the management of its own property. Upon an event of default, the agent typically will enforce the loan agreement after instruction from the lenders. The borrower compensates the agent for these services. This compensation may include special fees paid when the loan is structured or funded and other fees paid on a continuing basis. The typical practice of an agent or a lender to rely exclusively or primarily on reports from the borrower involves a risk of fraud by the borrower.

If an agent becomes insolvent, or has a receiver, conservator or similar official appointed for it by an appropriate authority, or if it becomes a debtor in a bankruptcy proceeding, the agent’s appointment may be terminated, and a successor agent typically may be appointed by the lenders. If an appropriate authority determines that assets held by the agent for the benefit of lenders or purchasers of loans are subject to the claims of the agent’s general or secured creditors, then such lenders or purchasers might incur certain costs and delays in realizing payment on a loan or suffer a loss of principal and/or interest. Furthermore, in the event of the borrower’s bankruptcy or insolvency, the borrower’s obligation to repay a loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the agent.

Loans may be acquired by participating directly in a lending syndicate as a lender. Alternatively, loans or an interest in loans may be acquired by novation, by assignment or by participation from members of the lending syndicate or from other participants. In a novation or an assignment, the acquirer assumes all of the rights of the lender in the loan or of the participant in the participants’ portion of the loan and, in the case of a novation or an assignment from a member of the lending syndicate, becomes a party of record with respect to the loan. In a participation, the acquirer purchases a portion of the lender’s or the participants’ interest in the loan, but has no direct contractual relationship with the borrower. An investment in a loan by participation gives rise to several risks. The acquirer must rely on another party not only for the enforcement of the acquirer’s rights against the borrower, but also for the receipt and processing of principal, interest or other payments due under the loan and may be subject to the credit risk of the other party in addition to the borrower. The acquirer may be subject to delays, expenses, and risks that are greater than those that would be involved if the acquirer could enforce its rights directly against the borrower. In addition, under the terms of a participation agreement, the acquirer may be regarded as a creditor of the seller of the participation interest (rather than of the borrower), so that the acquirer also may be subject to the risk that such seller could become insolvent. A participation agreement also may limit the rights of the acquirer to vote on changes that may be made to the underlying loan agreement, such as waiving a breach of a covenant.

Direct indebtedness includes trade or other claims against companies, which generally represent monies owed by such companies to suppliers of goods or services. Such claims may be purchased when such companies are in default.

The ability to receive payments of principal and interest on loans and other direct indebtedness will depend primarily on the financial condition of the borrower. Because an acquirer may be required to rely on another party to collect and to pass on to it amounts payable with respect to the loan or other direct indebtedness and to enforce the acquirer’s rights under the loan or other direct indebtedness, an insolvency, bankruptcy or reorganization of such other party may delay or prevent the acquirer from receiving such amounts. The highly leveraged nature of many loans and other direct indebtedness may make such loans and other direct indebtedness especially vulnerable to adverse changes in economic or market conditions.

Revolving credit facilities and other standby financing commitments obligate the purchaser to fund additional cash on a certain date or on demand. A revolving credit facility differs from other types of financing commitments in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. These commitments may have the effect of requiring a purchaser to increase its investment in a company at a time when the purchaser might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid).

Historically, loans normally have not been registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific loan historically has been less extensive than if the loan were registered or exchange traded. Loans may also not be considered “securities,” and purchasers may not be entitled to rely on the anti-fraud and other protections of the federal securities laws.

Floating rate loans generally are subject to legal or contractual restrictions on resale. Floating rate loans currently are not listed on any securities exchange or automatic quotation system. As a result, no active market may exist for some floating rate loans, and to the extent a secondary market exists for other floating rate loans, such market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Additionally, the supply of floating rate loans may be limited from time to time due to a lack of sellers in the market for existing floating rate loans or to the number of new floating rate loans currently being issued. As a result, the floating rate

With respect to its management of investments in bank loans, MFS will normally seek to avoid receiving material, non-public information (MNPI) about the issuers of bank loans being considered for acquisition by the Fund or held by the Fund. In many instances, borrowers may offer to furnish MNPI to prospective investors, and to holders, of the issuer’s loans. MFS’ decision not to receive MNPI may place MFS at a disadvantage relative to other investors in loans (which could have an adverse effect on the prices the Fund pays or receives when buying or selling loans). Also, in instances where holders of loans are asked to grant amendments, waivers or consent, MFS’ ability to assess their significance or desirability may be adversely affected. For these and other reasons, it is possible that MFS’ decision not to receive MNPI under normal circumstances could adversely affect the Fund’s investment performance.

Notwithstanding its intention generally not to receive MNPI with respect to its management of investments in loans, MFS may from time to time come into possession of MNPI about the issuers of loans that may be held by the Fund. Possession of such information may in some instances occur despite MFS’ efforts to avoid such possession, but in other instances MFS may choose to receive such information (for example, in connection with participation in a creditors’ committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, MFS’ ability to trade in these loans for the account of the Fund could potentially be limited by its possession of such information. Such limitations on MFS’ ability to trade could have an adverse effect on the Fund by, for example, preventing the Fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.

Master Limited Partnerships. Master limited partnerships are limited partnerships in which ownership interests are publicly traded. Master limited partnerships typically own interests in properties or businesses related to the oil and gas industries, although they may own other types of investments. Investments in master limited partnerships are subject to similar risks to those associated with the specific industry or industry in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in master limited partnerships are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

Money Market Instruments. Money market instruments, or short-term debt instruments, consist of obligations such as commercial paper, bank obligations (e.g., certificates of deposit and bankers’ acceptances), repurchase agreements, and various government obligations, such as U.S. Treasury bills. Money market instruments may be structured to be, or may employ a trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or investment consequences may result. Neither the IRS nor any other regulatory authority has ruled definitively on certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value, liquidity, or tax treatment of the income received from these securities. Commercial paper is a money market instrument issued by banks or companies to raise money for short-term purposes. Unlike some other debt obligations, commercial paper is typically unsecured. Commercial paper may be issued as an asset-backed security.

During the market volatility caused by the COVID-19 pandemic, many money market instruments that were thought to be highly liquid became illiquid and lost value. The U.S. government and the U.S. Federal Reserve, as well as certain foreign governments and central banks, took extraordinary actions with respect to the financial markets generally and money market instruments in particular. While these actions have stabilized the markets for these instruments, there can be no assurances that those actions will continue or continue to be effective. If the Fund’s money market instruments become illiquid, the Fund may be unable to satisfy certain of its obligations or may only be able to do so by selling other securities at prices or times that may be disadvantageous to do so.

Mortgage-Backed Securities. Mortgage-backed securities are securities that represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. The payment of principal and interest and the price of a mortgage-backed security generally depend on the cash flows generated by the underlying mortgages and the terms of the mortgage-backed security. In addition, tax or other regulatory changes may adversely affect the mortgage-backed securities market as a whole. Mortgage-backed securities are backed by different types of mortgages, including commercial and residential properties and reverse mortgages. Investments in mortgage-backed securities are impacted by the industry, sector, and

geographic region of the underlying mortgages. Mortgage-backed securities include various types of securities such as pass-throughs, stripped mortgage-backed securities, and collateralized mortgage obligations. There are a wide variety of mortgage types underlying these securities, including mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary.

Mortgage-backed securities represent interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA), by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC), and by private issuers, such as commercial banks, savings and loan institutions and mortgage companies. Government mortgage-backed securities are backed by the full faith and credit of the United States as to payment of principal and interest. GNMA, the principal U.S. guarantor of these securities, is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the United States. Issuers of government-related mortgage-backed securities include FNMA and FHLMC. FNMA is a congressionally chartered corporation subject to general regulation by the Secretary of Housing and Urban Development.

Securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. FHLMC is a stockholder-owned government-sponsored enterprise established by Congress. Participation certificates representing interests in mortgages from FHLMC’s national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC.

Under the Federal Housing Finance Agency’s “Single Security Initiative,” FNMA and FHLMC have entered into a joint initiative to develop a common securitization platform for the issuance of Uniform Mortgage-Backed Securities (“UMBS”), which would generally align the characteristics of FNMA and FHLMC mortgage-backed securities. In June 2019, FNMA and FHLMC started to issue UMBS in place of their current offerings of TBA-eligible mortgage-backed securities. The effect of the issuance of UMBS on the market for mortgage-backed securities is uncertain.

Private mortgage-backed securities represent interest in pools consisting of residential or commercial mortgage loans created by non-government issuers, such as commercial banks and savings and loan associations and private mortgage companies. Private mortgage-backed securities may be subject to greater credit risk and be more volatile than government or government-related mortgage-backed securities. In addition, private mortgage-backed securities may be less liquid than government or government-related mortgage-backed securities.

Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. Interests in pools of mortgage-related securities differ from other forms of debt instruments, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities typically provide a monthly payment which consists of both interest and principal payments. In effect, these payments generally are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs incurred.

Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. The occurrence of prepayments is a function of several factors, including interest rates, general economic conditions, the location of the mortgaged property, the age of the mortgage or the location and age of other underlying obligations, regulatory requirements, and other social and demographic conditions. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool is difficult to predict. The rate of principal payments for a reverse mortgage-backed security depends on a variety of economic, geographic, social, and other factors, including interest rates and borrower mortality. Reverse mortgage-backed securities may respond differently to economic, geographic, social, and other factors than other mortgage-backed securities. A Fund’s ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed

securities, and securitized instruments. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities typically have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity. Ongoing developments in the residential and commercial mortgage markets may have additional consequences for the market for mortgage-backed securities. During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes drastically, with respect to securitizations involving mortgage loans. Mortgage-backed securities are subject to the risk that underlying borrowers will be unable to meet their obligations and the value of property that secures the mortgage may decline in value and be insufficient, upon foreclosure, to repay the associated loan. There are fewer investors in mortgage- and asset-backed securities markets and those investors are more homogenous than in markets for other kinds of securities. If a number of market participants are impacted by negative economic conditions, forced selling of mortgage- or asset-backed securities unrelated to fundamental analysis could depress market prices and liquidity significantly and for a longer period of time than in markets with greater liquidity.

Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by residential or commercial loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a “tranche.” The CMO structure enables the issuer to direct the principal and interest cash flow generated by the collateral of the different tranches in a prescribed manner in order to meet different investment objectives. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The “fastest-pay” tranches of bonds, as specified in the Prospectus for the issuance, would initially receive all principal payments. When those tranches of bonds are retired, the next tranche, or tranches, in the sequence, as specified in the Prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly-pay collateral to formulate securities with short, intermediate, and long final maturities, as well as varied expected average lives and risk characteristics. Other structures include floating rate CMOs, parallel pay CMOs, planned amortization classes, accrual bonds and CMO residuals. These structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a Fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.

A primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and prices of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities. The value of CMOs collateralized by commercial mortgages or commercial mortgage pass-through securities depend on the cash flow and volatility of the commercial loans, the volatility and reliability of cash flows associated with the commercial properties; the type, quality, and competitiveness of the commercial properties; the experience, reputation and capital resources of the borrower and the manager; the location of the commercial properties; the quality of the tenants; and the terms of the loan agreements.

Stripped mortgage-backed securities (SMBSs) are derivative multi-class mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing. SMBSs may be less liquid than other types of

mortgage-backed securities. SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The price and yield-to-maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, which is more likely to occur in a declining interest rate environment, a Fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories. The mortgages underlying these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary.

Mortgage “Dollar Roll” Transactions. In mortgage “dollar roll” transactions, the investor sells mortgage-backed securities for delivery in the future and simultaneously contracts to repurchase substantially similar securities on a specified future date. During the roll period, the investor foregoes principal and interest paid on the mortgage-backed securities. The lost interest is compensated by the difference between the current sales price and the lower price for the future purchase (often referred to as the “drop”) as well as by the interest earned on, and gains from, the investment of the cash proceeds of the initial sale. A commitment fee may also be received for participation in such transaction.

If the income and capital gains from the investment of the cash from the initial sale do not exceed the income, capital appreciation and gain or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will result in a lower return than would have been realized without the use of the dollar rolls. Dollar roll transactions involve the risk that the market value of the securities that are required to be purchased in the future may decline below the agreed upon repurchase price of those securities. If the party to whom the securities are sold becomes insolvent, the right to purchase or repurchase securities may be restricted. Successful use of mortgage dollar rolls may depend upon the investor’s ability to correctly predict interest rates and prepayments.

A dollar roll can be viewed as a borrowing. If a Fund makes additional investments while a dollar roll is outstanding, this may be considered a form of leverage.

Municipal Instruments. Debt obligations or other instruments or participations therein issued by or on behalf of (or that are otherwise treated for U.S. federal tax purposes as issued by or an obligation of) states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies or instrumentalities, are known as “municipal instruments.” Generally, interest received on municipal instruments is exempt from U.S. federal income tax. The tax-exempt nature of the interest on a municipal instrument is generally the subject of a bond counsel opinion delivered in connection with the issuance of the instrument. There is no assurance that the IRS will agree with bond counsel’s opinion that such interest is tax-exempt or that the interest payments on such municipal instruments will continue to be tax exempt for the life of the municipal instrument. Issuers or other parties generally enter into covenants requiring continuing compliance with U.S. federal tax requirements to preserve the tax-free status of interest payments over the life of the municipal instrument. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a municipal instrument could become subject to U.S. federal income tax, possibly retroactively to the date the municipal instrument was issued. As a result, an investor may need to amend prior year income tax returns. Certain types of structured securities are designed so that tax-exempt interest from municipal instruments held by the underlying entity will pass through to the holders of the structured security. There is no assurance that the IRS will agree that such interest is tax exempt.

From time to time, proposals have been introduced before Congress and state legislatures to restrict or eliminate the U.S. federal and state income tax exemption for interest on municipal instruments. Similar proposals may be introduced in the future. Such legislation or court or tax rulings that eliminate or cap the federal and/or state deduction of interest from municipal instruments could adversely affect the price of municipal instruments and the interest paid by the municipal instruments, and may restrict or eliminate the ability of the Fund to achieve its respective investment objective. Federal policies are always a risk to the states and may affect municipal instruments. Federal elections, including presidential elections, may raise additional uncertainty and election results may result in changes

in taxation, regulatory shifts, and/or funding allocations that could impact a state’s revenue streams, property values, and migration patterns.

The value of municipal instruments can be affected by changes in their actual or perceived credit quality. The credit quality and ability to pay principal and interest when due of municipal instruments can be affected by, among other things, the financial condition of the issuer or guarantor, the issuer’s future borrowing plans and sources of revenue, the economic feasibility of the revenue bond project or general borrowing purpose, or political or economic developments in the region where the instrument is issued. Municipal instruments generally trade in the over-the-counter market. Information about the financial condition of an issuer of municipal bonds may not be as extensive or frequently available as that which is made available by corporations whose securities are publicly traded.

General obligation bonds are backed by the issuer’s pledge of its full faith and credit and taxing power for the repayment of principal and the payment of interest. Issuers of general obligation bonds include states, territories, counties, cities, towns, and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads, and water and sewer systems. The rate of taxes that can be levied for the payment of debt service on these bonds may be limited. Additionally, there may be limits as to the rate or amount of special assessments or taxes that can be levied to meet these obligations.

Some general obligation bonds are backed by both a pledge of a specific revenue source, such as a special assessment or tax and an issuer’s pledge of its full faith and credit and taxing power. Debt service from these general obligation bonds is typically paid first from the specific revenue source and second, if the specific revenue source is insufficient, from the general taxing power.

Revenue bonds are generally backed by the specific revenues derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise tax or other specific revenue source, such as a state’s or local government’s proportionate share of the payments from the Tobacco Master Settlement Agreement. Revenue bonds are issued to finance a wide variety of capital projects. Examples include electric, gas, water and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Industrial development bonds, a type of revenue bond, are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for a variety of purposes, including economic development, solid waste disposal, transportation, and pollution control. Although the principal security for revenue bonds is typically the revenues of the specific facility, project, company or system, many revenue bonds are secured by additional collateral in the form of a mortgage on the real estate comprising a specific facility, project or system, a lien on receivables and personal property, as well as the pledge of various reserve funds available to fund debt service, working capital, capital expenditures or other needs. Specific revenues and other security pledged may be insufficient to pay principal and interest due which will cause the price of the bonds to decline. In some cases, revenue bonds issued by an authority are backed by a revenue stream unrelated to the issuer, such as a hotel occupancy tax, a sales tax, or a special assessment. In these cases, the ability of the authority to pay debt service is solely dependent on the revenue stream generated by the special tax. Furthermore, the taxes supporting such issues may be subject to legal limitations as to rate or amount.

Municipal bond insurance policies typically insure, subject to the satisfaction of the policy conditions and certain other restrictions, timely and scheduled payment of all principal and interest due on the underlying municipal instruments. Municipal bond insurance does not insure against market fluctuations which affect the price of a security.

The insurance may be obtained by either (i) the issuer at the time the municipal instrument is issued, commonly referred to as primary market insurance, or (ii) another party after the municipal instrument has been issued, commonly referred to as secondary market insurance.

The value of a municipal bond insurance policy is dependent on the credit quality and financial strength of the company providing such insurance and its ability to fulfill its claims-paying obligations. As a result of ratings downgrades and withdrawals from the municipal bond insurance business, some municipal bond insurance policies may have little or no value.

Municipal bonds may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of borrowers in a state, U.S. territory, or possession. Certain adverse events may significantly stress the financial resources of certain municipal issuers, in some cases weakening their ability to meet their financial obligations and harming the value of the Fund’s investments. Factors contributing to the economic stress on municipal issuers may include a decrease in revenues supporting the bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing the revenue bonds issued by hospitals, colleges and universities, toll roads, convention centers, stadiums, casinos, and others due to closures and/or curtailment of services and/or changes in consumer behavior. Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. If such events were to occur, the value of the security could decrease or the value could be lost entirely, and it may be difficult or impossible for a Fund to sell the security at the time and the price that normally prevails in the market.

In addition to being downgraded, if a municipality experiences significant financial distress, depending on applicable law, it may become subject to emergency oversight, and in some jurisdictions may be eligible to file a petition for relief under Chapter 9 of the U.S. Bankruptcy Code. As a result of these actions, a distressed municipality may be entitled to certain protections from the enforcement of rights and remedies by creditors in order to permit the municipality to negotiate and execute a plan for the reorganization of its debts. Such a reorganization of debts may include the extension of debt maturities, reduction in the amount of principal and interest due thereon, alterations to contractual provisions and other measures which may significantly affect the value of the securities issued by the municipality and the value of the Fund’s investments therein.

Education. In general, there are two types of education-related bonds: (i) those issued to finance projects for public and private colleges and universities, charter schools and private schools, and (ii) those representing pooled interests in student loans. Bonds issued to supply educational institutions with funding or to fund construction and other projects which benefit the educational institution are subject to many risks, including the risks of unanticipated revenue decline, primarily the result of decreasing student enrollment, decreasing state and federal funding, or a change in general economic conditions. Additionally, higher than anticipated costs associated with salaries, utilities, insurance or other general expenses could impair the ability of a borrower to make annual debt service payments. Charter schools are subject to the additional risk that the contract (or charter) may be revoked for failure to meet academic or fiscal management standards, safety or health-related issues, or other reasons. Student loan revenue bonds are typically offered by state (or substate) entities and are primarily backed by pools of private student loans. Underlying student loans are generally unsecured loans made to parents or students which may be supported by reserves or other forms of credit enhancement. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, unemployment rates, the trust’s overall ability to generate excess spread, and loan modifications. Since bonds are issued prior to the origination of student loans, there is risk that bond proceeds are not fully disbursed to students, in which case the issuer has the option to retire bonds prior to the stated maturity or call date. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, bankruptcy protection for student loan borrowers, and continued federal interest and other program subsidies currently in effect.

Electric Utilities. The electric utilities industry is highly regulated at both the state and federal level. There are generally two types of electric utilities: municipal owned and investor owned. Municipal owned utilities typically benefit from a monopoly position and self-imposed rates, whereas investor owned utilities are typically subject to state and federal oversight for rates and/or subject to competition. Regardless of type, risks include: (a) the availability and cost of fuel, (b) the availability and cost of capital, (c) the effects on demand from economic conditions, (d) the effects of conservation on energy demand, (e) the effects of rapidly changing environmental, safety, and licensing requirements, and other federal, state, and local regulations, (f) timely and sufficient rate increases allowing for reasonable cost recovery including growing retiree obligations and changing fuel prices, (g) maintenance of existing assets and (h) timely and efficient construction of new assets including those to meet renewable energy mandates.

Health Care. The health care industry includes providers such as hospitals, nursing homes, retirement

communities, and community health organizations. It is subject to regulatory action by a number of governmental agencies at the federal, state, and local level. A major source of revenues for the health care industry is payments from the Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. A second major source of revenues for the health care industry is payments from private insurance companies and health maintenance organizations. As such, any changes to and reductions in reimbursement rates from these entities for services provided could be detrimental to the revenues of the providers. Numerous other factors may affect the industry, such as general and local economic conditions; the real estate market; demand for services; expenses (including for example, labor, malpractice insurance premiums and pharmaceutical products); and competition among health care providers. In the future, the following factors may adversely affect health care facility operations: national health reform legislation or proposed legislation; other state or local health care reform measures; medical and technological advances which dramatically alter the need for health services or the way in which such services are delivered; changes in medical coverage which alter the traditional fee-for-service revenue stream; and efforts by employers, insurers, and governmental agencies to reduce the costs of health insurance and health care services.

Housing. Housing revenue bonds typically are issued by a state, county, or local housing authority and are secured by mortgage loan repayments. The proceeds of these bonds may be used to make mortgage loans for single-family housing, multi-family housing, or a combination of the two. Due to the difficulty in precisely predicting demand for mortgages, there is a risk that the bond proceeds will be in excess of demand, which could result in early retirement of the bonds by the issuer. Moreover, such housing revenue bonds depend for their repayment upon the cash flow from the underlying mortgages, which cannot be precisely predicted when the bonds are issued, and is negatively impacted by an increase of the rate of mortgage defaults. Any difference in the actual cash flow from such mortgages from the assumed cash flow could have an adverse impact upon the ability of the issuer to make scheduled payments of principal and interest on the bonds, or could result in early retirement of the bonds. Additionally, the scheduled payments of principal and interest depend in part upon reserve funds established from the proceeds of the bonds, assuming certain rates of return on investment of such reserve funds. The financing of housing projects is affected by a variety of factors, including general economic conditions, interest rates, and real estate prices, which may impact the borrower’s ability to pay debt service and may impair the value of the collateral securing the bonds, if any. Some authorities provide additional security for the bonds in the form of insurance, subsidies (federal, state, or local), additional collateral, or state pledges (without obligation) to make up deficiencies. With respect to multi-family housing, additional risk factors include satisfactory completion of construction within cost constraints, the achievement and maintenance of a sufficient level of occupancy, sound management of the developments, timely and adequate increases in rents to cover increases in operating expenses, including taxes, utility rates and maintenance costs, changes in applicable laws and governmental regulations and social and economic trends. With respect to single family housing, additional risk factors include the additional credit risk of first-time homebuyers with lower incomes and mortgages with little or no equity.

Prepaid Gas Bonds. Payment of principal and interest on prepaid gas bonds is subject to the key risk that the gas supplier fails to provide the natural gas as agreed over the life of the contract between the gas supplier and the municipal utility. The gas supplier’s obligation to provide the natural gas is guaranteed by a financial institution and therefore the credit quality of this financial institution is an important factor in the credit quality and value of the bonds. Additional risks include the willingness and ability of the municipal utilities to purchase the gas when delivered. Failure to do so, among other things, could result in the bond being called.

Tender Option Bonds. The Fund may invest in certificates issued in tender option bond (TOB) transactions. A TOB is a common way of referring to floating rate certificates issued by a special purpose trust into which one or more municipal instruments are deposited. In a TOB transaction, the trust issues two classes of securities. The first class, the floating rate certificates (floaters), is typically sold to third-party investors and pays an interest rate that is reset periodically based on a specified index. The second class, the inverse floating rate certificates (inverse floaters), is typically issued to the investor(s) that deposited the municipal instruments into the trust, and pays an interest rate based on the difference between the interest rate earned on the underlying municipal instruments and the interest rate paid on the floaters, after expenses.

Holders of the floaters generally have the right to tender such securities back to the TOB trust for par plus accrued interest. A remarketing agent for the trust is required to attempt to re-sell any tendered floaters to new investors for the purchase price (the stated amount of the floaters plus accrued interest). If the remarketing agent is unable to

successfully re-sell the tendered floaters, depending on the structure of the trust, a liquidity provider to the trust may elect to cause the trust to sell the municipal instruments held by the trust in an amount sufficient to purchase any tendered floaters or may provide a loan to the trust, the proceeds of which will be used to purchase the tendered floaters.

Holders of the inverse floaters typically have the right to partially or totally collapse their interest in the TOB trust by causing the holders of a proportional share of the floaters to tender their notes to the TOB trust at par plus accrued interest. Thereafter, holders of the inverse floaters may withdraw a corresponding share of the municipal instruments from the TOB trust.

Because holders of the floaters have the right to tender their securities to the TOB trust at par plus accrued interest, holders of the inverse floaters are exposed to all of the gains or losses on the underlying municipal bonds, despite the fact that their net cash investment is significantly less than the value of those bonds. This multiplies the positive or negative impact of the underlying bonds’ price movements on the value of the inverse floaters, thereby creating effective leverage.

Due to the leveraged nature of these investments, the value of an inverse floater will increase and decrease to a greater extent than the value of the TOB trust’s underlying municipal bonds in response to changes in market interest rates or credit quality. An investment in inverse floaters typically will involve greater risk than an investment in a fixed rate municipal bond.

Inverse floaters have variable interest rates that typically move in the opposite direction from movements in prevailing interest rates, most often short-term rates. Accordingly, the value of inverse floaters, or other obligations or certificates structured to have similar features, generally moves in the opposite direction from interest rates. The value of an inverse floater can be more volatile than the value of other debt instruments of comparable maturity and quality; during periods of rising interest rates, the prices of inverse floaters will tend to decline more quickly than those of fixed rate instruments. Inverse floaters incorporate varying degrees of leverage. Generally, greater leverage results in greater price volatility for any given change in interest rates.

A TOB transaction typically provides for the automatic termination of the trust upon the occurrence of certain adverse events. These events may include, among others, a credit rating downgrade or decrease in the value of the underlying municipal instruments below a specified level, a bankruptcy of the liquidity provider or the inability of the remarketing agent to re-sell to new investors floaters that have been tendered for repurchase. Following such an event, the underlying municipal instruments are generally sold for current market value and the proceeds generally distributed first to holders of the floaters in an amount equal to the purchase price of their securities plus accrued interest and then to the holders of the inverse floaters. The sale of the underlying municipal instruments following such an event could be at an adverse price that might result in the loss by the Fund of a substantial portion, or even all, of its investment in the related inverse floater.

Other accounts that are advised or sub-advised by MFS or its affiliates may make concurrent side-by-side investments in the same TOB trust, with each account participating in the TOB trust independently of the other participating accounts. In such a scenario, each account will generally bear the benefits and burdens of its proportional investment in the trust.

Both Section 619 (the “Volcker Rule”) and Section 941 (the “Risk Retention Rules”) of the Dodd-Frank Wall Street Reform and Consumer Protection Act apply to tender option bond programs. As a result of the Volcker Rule and the Risk Retention Rules, one or more investors in each TOB trust’s inverse floaters must serve as the “sponsor” of the trust and undertake certain responsibilities. To the extent the Fund serves as such a sponsor, although the Fund may use a third-party service provider to complete some of these additional responsibilities, being the sponsor of the trust may give rise to certain additional risks including compliance, securities law and operational risks.

Inverse floaters may be subject to legal or contractual restrictions on resale and therefore may be less liquid than other types of securities. In addition, inverse floaters are subject to the risk that the structure does not work as intended and are subject to the credit risk of any third party service provider and to the third party service provider’s ability or willingness to perform in accordance with the terms of the arrangement.

Transportation. Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the economic conditions of the airport’s service area and may be affected by the business strategies and fortunes of specific airlines. They may also be subject to competition from other airports and modes of transportation. Air traffic generally follows broader economic trends and may be affected by the price and availability of fuel as well as perceived global safety risks. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area, including the shift towards telework. Fuel costs, transportation taxes and fees, and availability of fuel also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.

Tobacco Settlement Revenue Bonds. Tobacco settlement revenue bonds are secured by a single source of revenue --a state or jurisdiction’s proportionate share of periodic payments made by tobacco companies under the Master Settlement Agreement (the “MSA”) entered into by participating cigarette manufacturers, 46 states, and other jurisdictions in November of 1998 in settlement of certain smoking-related litigation. Annual payments on the bonds are dependent on the receipt by the issuer of future settlement payments under the MSA. These annual payments are subject to numerous adjustments. The actual amount of future settlement payments depends on annual domestic cigarette shipments, inflation, market share gains by non-participating cigarette manufacturers, the resolution of disputes between the states and participating tobacco companies regarding diligent enforcement of statutes requiring escrow payments from non-participating manufacturers and other factors. MSA payment adjustments may cause bonds to be repaid faster or slower than originally projected. Tobacco bonds are subject to additional risks, including the risk that a tobacco company defaults on its obligation to make payments to the state or that the MSA or state legislation enacted pursuant to the MSA is void or unenforceable. Cigarette shipments (and therefore MSA payments) will be negatively affected by increased government regulation (such as a ban on menthol cigarettes), price increases above the rate of inflation (including tax increases by U.S. federal, state, and local authorities), increased health consciousness by smokers, increases in indoor and outdoor smoking restrictions, and increases in sales of other nicotine delivery devices (such as electronic cigarettes, smoking cessation products and smokeless tobacco).

Water and Sewer. Water and sewer revenue bonds are generally secured by the fees charged to each user of the service. The issuers of water and sewer revenue bonds generally enjoy a monopoly status and latitude in their ability to raise rates. However, lack of water supply due to insufficient rain, run-off, or snowpack can be a concern and has led to past defaults. Further, public resistance to rate increases, declining numbers of customers in a particular locale, costly environmental litigation, and Federal environmental mandates and the associated costs are challenges faced by issuers of water and sewer bonds. Also, water and sewer bonds issued by an enterprise of a municipality in financial distress may not be insulated from the financial insecurity of that municipality.

Municipal Lease Obligations. Municipal lease obligations and participations in municipal leases are undivided interests in a portion of an obligation in the form of a lease or installment purchase or conditional sales contract which is issued by a state, local government, or a municipal financing corporation to acquire land, equipment, and/or facilities (collectively hereinafter referred to as “lease obligations”). Generally, lease obligations do not constitute general obligations of the municipality for which the municipality’s taxing power is pledged. Instead, a lease obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate, and make the payments due under the lease obligation. As a result of this structure, municipal lease obligations are generally not subject to constitutional debt limitations or other statutory requirements that may apply to other municipal securities.

Lease obligations may contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for that purpose on a yearly basis. If the municipality does not appropriate in its budget enough to cover the payments on the lease obligation, the lessor may have the right to repossess and relet the property to another party. Depending on the property subject to the lease, the value of the property may not be sufficient to cover the debt.

In addition to the risk of “non-appropriation,” municipal lease securities may not have as liquid a market as conventional municipal bonds. Furthermore, municipal lease obligations generally have the same risk characteristics as Municipal Instruments.

Options. An option is a contract which conveys to the holder of the option the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific amount or value of a particular

underlying interest at a specific price (called the “exercise” or “strike” price) at one or more specific times or during a specified period before the option expires. The underlying interest of an option contract can be a security, currency, index, future, swap, commodity, or other type of financial instrument or asset. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option purchaser is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration.

Options can be traded either through established exchanges (“exchange traded options”) or privately negotiated transactions (over-the-counter or “OTC options”). Exchange-traded options are standardized with respect to, among other things, the underlying interest, expiration date, contract size and strike price. The terms of OTC options are generally negotiated by the parties to the option contract which allows the parties greater flexibility in customizing the agreement, but OTC options are generally less liquid than exchange traded options.

All option contracts involve credit risk if the counterparty to the option contract (e.g., the clearing house or OTC counterparty) or the third party effecting the transaction in the case of cleared options (e.g., futures commission merchant or broker/dealer) fails to perform in accordance with the terms of the contract. The credit risk in OTC options that are not cleared is dependent on the credit worthiness of the individual counterparty to the contract and may be greater than the credit risk associated with cleared options.

The purchaser of a put option obtains the right (but not the obligation) to sell a specific amount or value of a particular interest to the option writer at a fixed strike price. In return for this right, the purchaser pays the option premium. The purchaser of a typical put option can expect to realize a gain if the price of the underlying interest falls. However, if the underlying interest’s price does not fall enough to offset the cost of purchasing the option, the purchaser of a put option can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

The purchaser of a call option obtains the right (but not the obligation) to purchase a specified amount or value of a particular interest from the option writer at a fixed strike price. In return for this right, the purchaser pays the option premium. The purchaser of a typical call option can expect to realize a gain if the price of the underlying interest rises. However, if the underlying interest’s price does not rise enough to offset the cost of purchasing the option, the buyer of a call option can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

The purchaser of a call or put option may terminate its position by allowing the option to expire, exercising the option or closing out its position by entering into an offsetting option transaction if a liquid market is available. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser would complete the purchase or sale, as applicable, of the underlying interest to the option writer at the strike price.

The writer of a put or call option takes the opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the writer assumes the obligation to buy or sell (depending on whether the option is a put or a call) a specified amount or value of a particular interest at the strike price if the purchaser of the option chooses to exercise it.

Generally, an option writer sells options with the goal of obtaining the premium paid by the option purchaser. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer’s potential loss is equal to the amount the option is “in-the-money” when the option is exercised offset by the premium received when the option was written. A call option is in-the-money if the value of the underlying interest exceeds the strike price of the option, and so the call option writer’s loss is theoretically unlimited. A put option is in-the-money if the strike price of the option exceeds the value of the underlying interest. Generally, any profit realized by an option purchaser represents a loss for the option writer. The writer of an option may seek to terminate a position in the option before exercise by closing out its position by entering into an offsetting option transaction if a liquid market is available. If the market is not liquid for an offsetting option, however, the writer must continue to be prepared to sell or purchase the underlying asset at the strike price while the option is outstanding, regardless of price changes.

The writer of a cleared option is required to deposit initial margin. Additional margin may also be required.

The writer of an uncleared option may be required to deposit initial margin and additional margin.

A physical delivery option gives its owner the right to receive physical delivery (if it is a call), or to make physical delivery (if it is a put) of the underlying interest when the option is exercised. A cash-settled option gives its owner the right to receive a cash payment based on the difference between a determined value of the underlying interest at the time the option is exercised and the fixed exercise price of the option. In the case of physically settled options, it may not be possible to terminate the position at any particular time or at an acceptable price. A cash-settled call conveys the right to receive a cash payment if the determined value of the underlying interest at exercise exceeds the exercise price of the option, and a cash-settled put conveys the right to receive a cash payment if the determined value of the underlying interest at exercise is less than the exercise price of the option.

Combination option positions are positions in more than one option at the same time. A spread involves being both the buyer and writer of the same type of option on the same underlying interest but different exercise prices and/or expiration dates. A straddle consists of purchasing or writing both a put and a call on the same underlying interest with the same exercise price and expiration date.

The principal factors affecting the market value of a put or call option include supply and demand, interest rates, the current market price of the underlying interest in relation to the exercise price of the option, the volatility of the underlying interest and the remaining period to the expiration date.

If a trading market in particular options were illiquid, investors in those options would be unable to close out their positions until trading resumes, and option writers may be faced with substantial losses if the value of the underlying interest moves adversely during that time. However, there can be no assurance that a liquid market will exist for any particular options product at any specific time. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options. Exchanges or other facilities on which options are traded may establish limitations on options trading, may order the liquidation of positions in excess of these limitations, or may impose other sanctions that could adversely affect parties to an options transaction.

Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in, among other consequences, increased cash payment requirements to counterparties or a loss of value to a Fund.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer and is therefore subject to the same risks as other equity securities. Preferred stock has precedence over common stock in the event the issuer is liquidated or declares bankruptcy, but is junior to the interests of the debt instruments of the issuer. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock. “Participating” preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. The level of “auction rate” dividends are reset periodically through an auction process. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the prices of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. The value of preferred stock is sensitive to changes in interest rates and to changes in the issuer’s credit quality.

Real Estate-Related Investments. Investment in real estate-related investments or derivatives whose value is based on real estate related indicators are subject to similar risks to those associated with the direct ownership of real estate and with the real estate industry in general. Real estate-related investments are affected by general, regional, and local economic conditions; difficulties in valuing and disposing of real estate; fluctuations in interest rates; property tax rates, zoning laws, environmental regulations, and other governmental action; cash flow dependency; increased operating expenses; lack of availability of mortgage funds; losses due to natural disasters; overbuilding; losses due to casualty or condemnation; changes in property values and rental rates; the management skill and creditworthiness of the REIT manager; and other factors. Changes in interest rates may also affect the value of the Fund’s investment in real estate-related investments. For instance, when interest rates rise, the real estate market typically experiences decreased demand and the prices of real-estate related investments generally decrease.

Alternatively, during periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to prepay, and prepayment may diminish the yield on securities issued by those REITs. Investments in real estate-related investments may be negatively affected by pandemics, like the COVID-19 pandemic. Potential impacts of a pandemic on the real estate sector include lower occupancy rates, decreased lease payments, defaults, and foreclosures, among other consequences. The U.S. residential and commercial real estate markets may experience widespread declines in value, with certain regions experiencing significant losses in property values. Exposure to such real estate may adversely affect a real estate-related investment’s performance, and therefore a Fund’s performance.

REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The affairs of REITs are managed by the REIT’s sponsor and, as such, the performance of the REIT is dependent on the management skills of the REIT’s sponsor. REITs are not diversified, and are subject to the risks of financing projects.

REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest most of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest most of their assets in real estate mortgages and derive income from interest payments. An investor will indirectly bear its proportionate share of any expenses (such as operating expenses and advisory fees) paid by REITs in which it invests in addition to the expenses paid by the investor.

Equity REITs and similar entities formed under the laws of non-U.S. countries may be affected by changes in the value of the underlying property owned by the trusts. Mortgage REITs and similar entities formed under the laws of non-U.S. countries may be affected by default or payment problems relating to underlying mortgages, the quality of credit extended, interest rates and prepayments of the underlying mortgages. Equity and mortgage REITs are also subject to heavy cash flow dependency, borrower default, and self-liquidation.

Mortgage REITs are also subject to different combinations of prepayment, extension, interest rate and other market risks. The real estate mortgages underlying mortgage REITs are generally subject to a faster rate of principal repayments in a declining interest rate environment and to a slower rate of principal repayments in an increasing interest rate environment.

Hybrid REITs share the characteristics and risks of equity REITs and mortgage REITs.

REITs could be adversely affected by failure to qualify for the favorable tax treatment available to REITs under the Code or to maintain their exemption from registration under the 1940 Act and similar risks may also apply to securities of entities similar to REITs formed under the laws of non-U.S. countries. In addition, REITs may be adversely affected by changes in U.S. federal tax law, for example, by limiting their permissible businesses or investments.

Regulatory Risk. Financial entities, such as investment companies and investment advisers, are generally subject to extensive government regulation. In addition, investments in certain industries, sectors, or countries may also be subject to extensive regulation. Government regulation may change frequently and may have significant adverse consequences. Economic downturns and political changes can trigger economic, legal, budgetary, tax, and other regulatory changes. Regulatory changes may change the way a Fund is regulated or the way the Fund’s investments are regulated, affect the expenses incurred directly by the Fund and the value of its investments, and limit and/or preclude a Fund’s ability to pursue its investment strategy or achieve its investment objective.

Repurchase Agreements. A repurchase agreement is an agreement under which a buyer would acquire a security for a relatively short period of time (usually not more than a week) subject to the obligation of the seller to repurchase and the buyer to resell such security at a fixed time and price (representing the buyer’s cost plus interest). The buyer bears the risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the buyer is delayed or prevented from exercising its rights to dispose of the collateral. This risk includes the risk of procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. If Fund assets and/or collateral is maintained by a third party custodian, the Fund is also subject to the credit risk of the third party custodian. The Fund may engage in repurchase agreement transactions that are novated to the Fixed Income Clearing Corporation or to another clearinghouse. In such a case, the clearinghouse acts as the common

counterparty to all repurchase transactions entered into under its repurchase agreement clearing program and guarantees that participants will receive their cash or securities collateral (as applicable) back at the close of the repurchase transaction. While this guarantee is intended to mitigate the counterparty risk and credit risk that exist in the case of a bilateral repurchase agreement transaction, the Fund is exposed to the risk of delays or losses in the event of a bankruptcy, other default, or non-performance by the clearinghouse or the clearinghouse sponsoring member through which the Fund transacts.

The SEC has finalized rules that will require certain transactions involving U.S. Treasuries, including repurchase agreements, to be centrally cleared. Compliance with these rules is on a rolling basis through the end of June 2027. Although the impact of these rules on the Fund is difficult to predict, they may reduce the availability or increase the costs of such transactions and may adversely affect the Fund’s performance.

Restricted Securities. Restricted securities are securities that are subject to legal restrictions on their resale. Difficulty in selling securities may result in a loss or be costly to an investor. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933, or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, an investor sells securities and receives cash proceeds, subject to its agreement to repurchase the securities at a later date for a fixed price reflecting a market rate of interest. There is a risk that the counterparty to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the investor. Unless the appreciation and income on assets purchased with proceeds from reverse repurchase agreements exceed the costs associated with them, the investor’s performance is lower than it otherwise would have been. A reverse repurchase agreement can be viewed as a borrowing. If a Fund makes additional investments with the proceeds while a reverse repurchase agreement is outstanding, this may be considered a form of leverage.

The SEC has finalized rules that will require certain transactions involving U.S. Treasuries, including reverse repurchase agreements, to be centrally cleared. Compliance with these rules is on a rolling basis through the end of June 2027. Although the impact of these rules on the Fund is difficult to predict, they may reduce the availability or increase the costs of such transactions and may adversely affect the Fund’s performance.

Securities of Other Investment Companies. Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, exchange-traded funds, business development companies, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but involve additional expenses at the investment company-level, such as a proportionate share of portfolio management fees and operating expenses. A Fund may invest in other funds advised by MFS. Certain types of investment companies, such as closed-end investment companies and exchange-traded funds, trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value (NAV) per share. Unregistered investment companies are subject to less regulation. The extent to which a Fund can invest in securities of other investment companies is limited by the 1940 Act.

Exchange Traded Funds (ETFs). The Fund may invest in ETFs. An ETF may seek to replicate the performance of a specific index or may be actively managed. A Fund’s purchase of ETFs results in the layering of expenses, such that the Fund would indirectly bear a proportionate share of an ETF’s operating expenses. Further, while traditional open-end investment companies are continuously offered at NAV, ETFs are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their underlying portfolios. Investments in ETFs are subject to the risks associated with the underlying securities that the ETF holds. For example, the general level of stock prices may decline, thereby adversely affecting the value of the underlying investments of the ETF and, consequently, the value of the ETF. Investments in ETFs are also subject to the risk that the ETFs may not be liquid.

Securitized Instruments. Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, bank loans, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (e.g., credit cards) agreements and other receivables. The assets can be a pool of assets or a single asset (e.g., a loan to a specific corporation). Securitized instruments that represent an interest in a pool of assets provide greater credit diversification than securitized instruments that represent an interest in a single asset. Securitized instruments are issued by trusts or other special purpose entities that holds the underlying assets. Payment of interest and repayment of principal on securitized instruments may be largely dependent upon the cash flows generated by the underlying assets and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements.

The credit quality of securitized instruments depends primarily on the quality of the underlying assets, the rights of recourse available against the underlying assets and/or the issuer, the level of credit enhancement, if any, provided for the securities, and the credit quality of the credit-enhancement provider, if any. The value of securitized instruments may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool of assets and its structure, the creditworthiness of the servicing agent for the pool of assets, the originator of the underlying assets, or the entities providing the credit enhancement. Securitized instruments that do not have the benefit of a security interest in the underlying assets present certain additional risks that are not present with securitized instruments that do have a security interest in the underlying assets.

Some types of securitized instruments are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. The rate of principal payments on these securitized instruments is related to the rate of principal payments on the underlying pool of assets and related to the priority of payment of the security with respect to the pool of assets. The occurrence of prepayments is a function of several factors, including interest rates, general economic conditions, the location and age of the underlying obligations, asset default and recovery rates, regulatory requirements, and other social and demographic conditions. Because prepayments of principal generally occur when interest rates are declining, an investor generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, these securitized instruments may have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the maturity of the asset-backed security, increasing the potential for loss.

Short Sales. A seller may make short sales that are made “against the box” and also those that are not made “against the box.” A short sale that is not made “against the box” is a transaction in which a party sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the seller must borrow the security to make delivery to the buyer. The seller then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. It may not be possible to liquidate or close out the short sale at any particular time or at an acceptable price. In addition, a seller may need to sell other investments to meet its short sale obligations at a time when it would not otherwise do so. The price at such time may be more or less than the price at which the security was sold by the seller. Short sales may create leverage, and, to the extent that the seller invests the proceeds from the short sale in other securities, the seller is subject to the risks of the securities purchased with the proceeds in addition to the risks of the securities sold short. Until the security is replaced, the seller is required to repay to the lender of securities any dividends or interest which accrue during the period of the loan. To borrow the security, the seller also may be required to pay a premium, which would increase the cost of the short sale. The seller also will incur transaction costs in effecting short sales.

The seller will incur a loss as a result of the short sale if the price of the security or index increases between the date of the short sale and the date on which the seller replaces the borrowed security. Such loss may be unlimited. The seller will realize a gain if the price of the security declines between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the seller may be required to pay in connection with a short sale, and transaction costs. The overall benefit to the seller will depend on how the short sale performs relative to the market price of the securities purchased with the proceeds from the short sale.

A seller may also make short sales “against the box,” (i.e., when a security identical to one owned by the seller is borrowed and sold short). If the seller enters into a short sale against the box, it is required to hold securities equivalent in-kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) while the short sale is outstanding. The seller will incur transaction costs, including interest, in connection with opening, maintaining, and closing short sales against the box and will forgo an opportunity for capital appreciation in the security.

Existing regulatory bans and restrictions as well as any additional bans or restrictions regarding short sales and/or short positions that the SEC or regulatory authorities in other jurisdictions may adopt in the future may make it impossible for the Fund to execute certain investment strategies and may have a material adverse effect on the Fund’s performance. The SEC has adopted rules requiring investment managers to file monthly confidential reports with the SEC regarding equity short sales and related activity. Under the rules, the SEC will publicly disclose aggregated short position information on a monthly basis. Compliance with the rules is expected to be in early 2026 unless the compliance date is delayed. In addition, other non-U.S. jurisdictions (such as the European Union and the United Kingdom) where the Fund may trade have reporting requirements.

Sovereign Debt Obligations. Sovereign debt obligations are issued or guaranteed by governments or their agencies of developed and emerging market countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Sovereign debt of emerging countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. Any restructuring of sovereign debt obligations will likely have a significant adverse effect on the value of the obligations. There is little legal recourse against sovereign issuers other than what such an issuer may determine to provide. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors, including the issuer’s cash flow, the size of its reserves, its access to foreign exchange, and the relative size of its debt service burden to its economy as a whole. Although some sovereign debt is collateralized by U.S. Government securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.

Special Purpose Acquisition Companies. The Fund may invest in stock, warrants, and other securities of special purpose acquisition companies (SPACs) or similar special purpose entities that pool funds to seek potential acquisition or merger opportunities. A SPAC is typically a publicly traded company that raises funds through an initial public offering (IPO) for the purpose of acquiring or merging with an unaffiliated company to be identified subsequent to the SPAC’s IPO. SPACs are often used as a vehicle to transition a company from private to publicly traded. The securities of a SPAC are often issued in “units” that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right to purchase additional shares or partial shares. Unless and until a transaction is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. Government securities, money market fund securities and cash. To the extent the SPAC is invested in cash or similar securities, this may impact a Fund’s ability to meet its investment objective. If an acquisition or merger that meets the requirements for the SPAC is not completed within a pre-established period of time, the invested funds are returned to the SPAC’s shareholders, less certain permitted expenses, and any rights or warrants issued by the SPAC will expire worthless. Because SPACs and similar entities have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a suitable transaction. Some SPACs may pursue acquisitions or mergers only within certain industries or regions, which may further increase the volatility of their securities’ prices. In addition to purchasing publicly traded SPAC securities, a Fund may invest in SPACs through additional financings via securities offerings that are exempt from registration under the federal securities laws (restricted securities). No public market will exist for these restricted securities unless and until they are registered for resale with the SEC, and such securities may be considered illiquid and/or be subject to restrictions on resale. It may also be difficult to value restricted securities issued by SPACs.

An investment in a SPAC is subject to a variety of risks, including that: a significant portion of the funds raised by the SPAC for the purpose of identifying and effecting an acquisition or merger may be expended during the search for a target transaction; an attractive acquisition or merger target may not be identified and the SPAC will be required to return any remaining invested funds to shareholders; attractive acquisition or merger targets may become scarce if the number of SPACs seeking to acquire operating businesses increases; any proposed merger or acquisition

may be unable to obtain the requisite approval, if any, of SPAC shareholders and/or antitrust and securities regulators; an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; the Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; an investment in a SPAC may be diluted by subsequent public or private offerings of securities in the SPAC or by other investors exercising existing rights to purchase securities of the SPAC; SPAC sponsors generally purchase interests in the SPAC at more favorable terms than investors in the IPO or subsequent investors on the open market; no or only a thinly traded market for shares of or interests in a SPAC may develop, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC security’s value; and the values of investments in SPACs may be highly volatile and may depreciate significantly over time.

Structured Securities. Structured securities (often called “structured notes”) are debt instruments, the interest rate or principal of which is determined by an underlying indicator. The value of the principal of and/or interest on structured securities is determined by reference to the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure or index. If MFS attempts to use a structured security as a hedge against, or as a substitute for, a portfolio investment, the structured security may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving structured securities can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

Structured securities may also be subject to liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt instruments. In addition, because the purchase and sale of structured securities takes place in an over-the-counter market, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty’s creditworthiness deteriorates. If the counterparty defaults, the other party’s risk of loss consists of the amount of payments that the non-defaulting party is contractually entitled to receive.

Sukuk. Sukuk are certificates structured to comply with Sharia law and its investment principles. These certificates usually represent the beneficial ownership interest in a portfolio of eligible existing or future tangible or intangible assets (“underlying assets”). In a typical sukuk, a special purpose vehicle (SPV) issues certificates to investors in exchange for their capital. The SPV transfers the capital to or for the benefit of the entity that is raising the capital (the “obligor”) in exchange for the underlying assets of the obligor that are held in trust by the SPV. The obligor is obligated, usually through a series of contracts, to make periodic payments to investors through the SPV over a specified period of time and a final payment to investors through the SPV on a date certain. Obligors of sukuk include financial institutions and corporations, foreign governments and agencies of foreign governments, including issuers in emerging markets.

Although under Sharia law, sukuk involve the sharing of profits and losses in the underlying asset financed by the investment in the certificates, most sukuk do not provide investors with bona fide legal ownership of the underlying assets, and the periodic and final payments to sukuk investors are not generally linked to the value of the underlying assets. As a result, most sukuk are considered unsecured obligations whose risks and returns are similar to those of conventional debt instruments. Investors typically have no direct recourse to the underlying assets and do not have a secured claim against the obligor. Sukuk investors are subject to the creditworthiness of the obligor, and the obligor may be unwilling or unable to meet its periodic or final payment obligations. In addition, investors’ ability to pursue and enforce actions with respect to these payment obligations or to otherwise enforce the terms of the sukuk, restructure the sukuk, obtain a judgment in a court of competent jurisdiction, and/or attach assets of the obligor may be limited. As with conventional debt instruments, sukuk prices change in response to interest rate changes.

The structural complexity of sukuk and the immaturity of the sukuk market, increases the potential risks of investing in sukuk, including operational, legal, and investment risks. While the sukuk market has grown in recent years, sukuk can be less liquid than other types of investments and it may be difficult at times to invest in or dispose of sukuk. In addition, evolving interpretations of Sharia law by courts or Islamic scholars on sukuk structures and sukuk transferability, or a determination subsequent to the issuance of the sukuk by some Islamic scholars that certain

sukuk do not comply with Sharia law and its investment principles, could have a dramatic adverse effect on the price and liquidity of a particular sukuk or the sukuk market in general.

Swaps. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Swaps include “caps,” “floors,” “collars” and options on swaps, or “swaptions.” A “cap” transaction is one in which one party pays a single or periodic fixed amount and the other party pays a floating amount equal to the amount by which a specified fixed or floating rate or other indicator exceeds another rate or indicator (multiplied by a notional amount). A “floor” transaction is one in which one party pays a single or periodic fixed amount and the other party pays a floating amount equal to the excess, if any, of a specified rate or other indicator over a different rate or indicator (multiplied by a notional amount). A “collar” transaction is a combination of a cap and a floor in which one party pays the floating amount on the cap and the other party pays the floating amount on the floor. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into the underlying swap on the agreed-upon terms. Swaps can take many different forms and are known by a variety of names and other types of swaps may be available.

Swaps can call for physical delivery of the underlying indicator(s) or payment of the cash settlement on settlement date, depending on the terms of the particular agreement. For example, in certain credit default swaps on a specific security, in the event of a credit event one party agrees to pay par on the security while the other party agrees to deliver the security. Other swap agreements provide for cash settlement. For example, in a typical interest rate swap, one party agrees to pay a fixed rate of interest determined by reference to a specified interest rate or index multiplied by a specified amount (the “notional amount”), while the other party agrees to pay an amount equal to a floating rate of interest determined by reference to an interest rate or index which is reset periodically and multiplied by the same notional amount. Or, for example, in a total return swap, one party agrees to make a series of payments to another party based on the income and price return of the underlying indicator during a specified period, while the other party agrees to make a series of payments calculated by reference to an interest rate or other agreed upon amount. On each payment date, the obligations of parties are netted against each other, with only the net amount paid by one party to the other.

It may not be possible to close out a swap at any particular time or at an acceptable price. The inability to close swap positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.

Swaps may be entered into for hedging or non-hedging purposes. If MFS attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, the swap may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving swaps can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

Swaps may also be subject to liquidity risk because it may not be possible to close out the swap prior to settlement date and an investor would remain obligated to meet margin requirements until the swap is closed. In addition, swaps that are not centrally cleared are subject to the creditworthiness of the counterparty to the swap, and their values may decline substantially if the counterparty’s creditworthiness deteriorates. The credit risk in uncleared swaps is dependent on the creditworthiness of the individual counterparty to the swap and may be greater than the credit risk associated with cleared swaps. In a cleared transaction, performance of the transaction will be effected by a central clearinghouse rather than by the bank or broker that is the Fund’s original counterparty to the transaction. Swaps that are centrally cleared will be subject to the creditworthiness of the FCM(s) and clearing organizations involved in the transaction.

Swaps can provide exposure to a variety of different types of investments or market factors. The most significant factor in the performance of a swap is the change in the underlying price, rate, index level, or other indicator that determines the amount of payments to be made under the arrangement. The risk of loss in trading swaps can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in swaps, and the potential high volatility of the swaps markets. As a result, a relatively small price movement in a swap may result

in immediate and substantial loss (or gain) to the investor. Thus, a purchase or sale of a swap may result in unlimited losses. In the event of adverse price movements, an investor would continue to be required to make daily cash payments to maintain its required margin. In addition, for physically settled swaps, on the settlement date an investor may be required to make delivery of the indicators underlying the swaps it holds.

Synthetic Local Access Instruments. Participation notes, market access warrants, and other similarly structured products (collectively, “synthetic local access instruments”) are derivative instruments typically used by foreign investors to obtain exposure to investments in certain markets where direct ownership by foreign investors is restricted or limited by local law. Synthetic local access instruments are generally structured by a local branch of a bank, broker/dealer, or other financial institution to replicate exposure to one or more underlying securities. The holder of a synthetic local access instrument may be entitled to receive any dividends paid in connection with the underlying securities, but usually does not receive voting rights as it would if such holder directly owned the underlying securities.

Synthetic local access instruments also involve risks that are in addition to the risks normally associated with a direct investment in the underlying securities. Synthetic local access instruments represent unsecured, contractual obligations of the banks, broker/dealers, or other financial institutions that issue them and are therefore subject to the credit risk of the issuer and the issuer’s ability or willingness to perform in accordance with the terms of the instrument. Synthetic local access instruments are subject to the liquidity risk of the underlying security as well as the liquidity risk that a limited or no secondary market exists for trading synthetic local access instruments. In addition, the trading price of a synthetic local access instrument, if any, may not equal the value of the underlying securities.

Technology and Data Risk. MFS relies on both proprietary and third-party technology and data in business operations, as well as in providing investment advisory services to the Fund and other client accounts. The technological tools MFS employs include, but are not limited to, software, computer systems, digital systems, algorithms and various forms of automation, including machine learning and natural language processing. The vendors utilized by MFS may, depending on the nature of the services they provide, use similar technologies. MFS uses these technologies to enhance operational efficiency, to support its information technology environment, and to assist various MFS employees in the performance of their roles. As technology advances, MFS expects to continue to explore, test the utility of, and potentially use, a variety of technologies, including emerging forms of technology, such as generative artificial intelligence (AI). MFS has adopted policies it believes are reasonably designed to mitigate the potential risks associated with its use of such technologies.

While MFS seeks to utilize reputable vendors and technology partners and seeks to employ reasonable controls with respect to technology and MFS’ technology environment, there are nonetheless risks associated with the use of technology. These risks include, but are not limited to: that a technology will not perform as expected or intended; that a technology will change over time without detection by MFS; and that a technology is susceptible to cyber security risk and can be configured or used in a way that leads to unexpected or unintended results. For these and other reasons, the use of technology may result in losses, financial or otherwise, to the Fund. Additionally, legal and regulatory changes, such as those related to information privacy and data protection, may have an impact on the use of existing or emerging technologies, and may impact MFS and the Fund.

MFS uses a range of data sourced internally or from vendors for a variety of purposes, including for use in the investment management process. MFS seeks to implement reasonable internal data governance practices and use reliable vendor data sources. Nevertheless, data may be inaccurate, incomplete, inconsistent or out-of-date, which may result in losses, financial or otherwise, to a Fund.

Temporary Defensive Positions. In response to adverse market, economic, industry, political, or other conditions, MFS may depart from its investment strategies for a Fund by temporarily investing for defensive purposes. MFS may invest a significant portion or all of a Fund’s assets in cash (including foreign currency) or cash equivalents, including a money market fund advised by MFS, obligations of banks (including certificates of deposit, bankers’ acceptances, time deposits and repurchase agreements), commercial paper, short-term notes, U.S. Government Securities and related repurchase agreements.

U.S. Government Securities. U.S. Government securities are securities issued or guaranteed as to the

payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include mortgage-backed securities and other types of securitized instruments issued or guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. For securities not backed by the full faith and credit of the United States, a Fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to U.S. Government securities that are backed by the full faith and credit of the United States. It is possible that the U.S. Government may experience credit downgrades. The recent downgrades by major rating agencies have introduced greater uncertainty about the ability of the U.S. to repay its obligations. Further credit rating downgrades or a U.S. credit default may result in increased volatility or liquidity risk, higher interest rates and lower prices for U.S. government securities and increased costs for all kinds of debt. Such a credit event may adversely affect the financial markets and securities held by the Fund. In addition, from time to time, uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling could increase the risk that the U.S. Government may default on payments of certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various types of debt instruments, which may adversely affect the Fund.

Variable and Floating Rate Securities. Variable and floating rate securities are debt instruments that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that may change with changes to the level of prevailing interest rates or the issuer’s credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can cause fluctuations in value of floating rate debt securities held by the Fund. Variable and floating rate securities may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate securities may decrease in value if interest rates increase. Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities.

Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). The market-dependent liquidity features may not operate as intended as a result of the issuer’s declining creditworthiness, adverse market conditions, or other factors or the inability or unwillingness of a participating broker/dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value and the holders of such securities may be required to retain them for an extended period of time or until maturity.

Warrants. Warrants are derivative instruments which entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants can be physically or cash settled depending on the terms of the warrant and can be issued by the issuer of the underlying equity security or a third party. Warrants involve a counterparty to the transaction. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration. These factors can make warrants more speculative than other types of investments.

When-Issued, Delayed Delivery, and Forward Commitment Transactions. When-issued, delayed delivery, and forward commitment transactions, including securities purchased or sold in the to be announced (TBA) market, involve a commitment to purchase or sell a specific security at a predetermined price or yield at which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued or delivered as anticipated, and the seller loses the opportunity to benefit if the price of the security rises. If a Fund makes additional investments while a delayed delivery purchase is outstanding, this may result in a form of leverage. When a Fund has sold a security pursuant to one of these transactions, the Fund does not participate in further gains or losses with respect to the security. If the other party to a delayed delivery transaction fails to deliver or pay for the securities, a Fund could miss a favorable price or yield opportunity or suffer a loss. A Fund may renegotiate a when-issued, delayed delivery, or forward commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the Fund.

TBA Transactions. A Fund may engage in purchases or sales of TBA securities, which usually are transactions in which a Fund buys or sells mortgage-backed securities on a delayed delivery or forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount. TBA trades can be used by a Fund for investment purposes in order to gain or reduce exposure to certain securities, or for hedging purposes to adjust the risk exposure of a Fund’s portfolio without having to restructure the portfolio. Purchases and sales of TBA securities involve risks similar to those discussed above for other delayed delivery and forward commitment purchase and sale transactions. In addition, when a Fund sells TBA securities, it incurs risks similar to those incurred in short sales. For example, when a Fund sells TBA securities without owning or having the right to obtain the deliverable securities, it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. Also, a Fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

FINRA rules include mandatory margin requirements for the TBA market with limited exceptions. The collateralization of TBA trades is intended to mitigate counterparty credit risk between trade and settlement, but could increase the cost of TBA transactions and impose added operational complexity.

Zero Coupon Bonds, Deferred Interest Bonds, and Payment-In-Kind Bonds. Zero coupon and deferred interest bonds are debt instruments which are issued at a discount from face value. The discount approximates the total amount of interest the instruments will accrue and compound over the period until maturity or the first interest payment date at a rate of interest reflecting the market rate of the instrument at the time of issuance. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. Payment-in-kind bonds are debt instruments which provide that the issuer may, at its option, pay interest on such instruments in cash or in the form of additional debt instruments. Such instruments may involve greater credit risks and may experience greater volatility than debt instruments which pay interest in cash currently.

A description of the Fund’s fundamental investment restrictions is set forth in the Appendix [A] of the Joint Proxy Statement/Prospectus under “INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND.”

The Fund engages in portfolio transactions without regard to holding period, if, in the judgement of the Fund’s portfolio management team, such transactions are advisable in light of a change in circumstance in general market, economic or financial conditions. The portfolio turnover rate is calculated by dividing the lesser of the Fund’s annual sales or purchases of portfolio securities by the monthly average value of the securities in the portfolio during the year. High portfolio turnover involves correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions, which are borne directly by the Fund. In addition, a high rate of portfolio turnover may result in certain tax consequences, such as increased capital gain dividends and/or ordinary income dividends. The portfolio turnover

rate for the Fund for the last two fiscal years was 83% for the fiscal year ended October 31, 2025, and 78% for the fiscal year ended October 31, 2024.

Board Structure, Leadership and Oversight - As discussed above and in the Joint Proxy Statement/Prospectus, the Fund’s shareholders are being asked to elect five trustees (the “Aberdeen Board”) to serve as the Board of the Fund. If the investment advisory agreement with Aberdeen is approved and the Aberdeen Board is elected, the Aberdeen Board would become the Trustees of the Fund, replacing the Fund’s current Trustees, who would cease to serve as Trustees of the Fund, effective upon the consummation of the Reorganizations. Four of the five Trustees would be independent. The Aberdeen Trustees believe that the proposed size of the Aberdeen Board is conducive to Board interaction, dialogue, and debate, resulting in an effective decision-making body. The Aberdeen Board comprises Trustees with a variety of professional backgrounds. The Aberdeen Board believes that the skill sets of its members are complementary and add to the overall effectiveness of the Aberdeen Board. In addition to four regularly scheduled meetings per year, the Aberdeen Board expects to hold special meetings either in person or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, the Aberdeen Board has established in other contexts, and expects (as further described below) to establish in connection with the Fund, several standing committees to assist the Aberdeen Board in performing its oversight responsibilities, and each such committee would have a chairperson. The Aberdeen Board may also designate working groups or ad hoc committees as it deems appropriate.

Board Chair. The Aberdeen Board expects to appoint Mr. Reit, an Independent Trustee, to serve in the role of Chair. The Chair’s primary role would be to participate in the preparation of the agenda for meetings of the Aberdeen Board and the identification of information to be presented to the Aberdeen Board with respect to matters to be acted upon by the Aberdeen Board. The Chair would also preside at all meetings of the Aberdeen Board and between meetings generally acts as a liaison with the Fund’s service providers, officers, legal counsel, and the other Trustees. The Chair would also be expected to perform such other functions as may be requested by the Aberdeen Board from time to time. The Aberdeen Board also believes that having a super-majority of Independent Trustees would be appropriate and would be in the best interest of the Fund’s shareholders. Nevertheless, the Aberdeen Board also believes that having an interested person serve on the Aberdeen Board would likely bring corporate and financial viewpoints that generally are, in the Aberdeen Board’s view, crucial elements in its decision-making process. It is anticipated that the leadership structure of the Aberdeen Board may be changed at any time and in the discretion of the Aberdeen Board, including in response to changes in circumstances or the characteristics of the Fund.

Board Committees. If the Aberdeen Board is approved, it is anticipated that the Aberdeen Board will establish the following standing committees:

Audit Committee. The Audit Committee is expected to be composed entirely of Independent Trustees who also meet the standards of independence for audit committee members set forth in the listing standards of the New York Stock Exchange (“NYSE”) and NYSE American; its members are expected to be Ms. Yao, Mr. Baird, Mr. Maher (Chair), and Mr. Reit. Mr. Maher is expected to be determined by the Aberdeen Board to be an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K. The Audit Committee will make recommendations to the Aberdeen Board concerning the selection of the Fund’s independent registered public accounting firm based on discussion and review of any necessary disclosures pertaining to the accounting firm’s independence, review with such independent registered public accounting firm the scope and results of the Fund’s annual audit and consider any comments that the independent registered public accounting firm may have regarding the Fund’s financial statements, accounting records or internal controls.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is expected to be composed entirely of Independent Trustees; its members are expected to be Ms. Yao, Mr. Baird, Mr. Maher, and Mr. Reit (Chair), all of whom meet the independence requirements set forth in the listing standards of the NYSE and NYSE American. The Nominating and Corporate Governance Committee will recommend nominations for membership on the Aberdeen Board and reviews and evaluates the effectiveness of the Aberdeen Board in its role in governing the Fund and overseeing the management of the Fund. It evaluates candidates’ qualifications for Aberdeen Board membership and, with respect to nominees for positions as Independent Trustees, their independence from the

Investment Adviser, and other principal service providers. The Nominating and Corporate Governance Committee will generally meet twice annually and make its recommendations regarding nominees for trustee to the Aberdeen Board. The Nominating and Corporate Governance Committee will also periodically reviews trustee compensation and will recommend any appropriate changes to the Board. The Nominating and Corporate Governance Committee will also review and may make recommendations to the Aberdeen Board relating to the effectiveness of the Aberdeen Board in carrying out its responsibilities in governing the Fund and overseeing the management of the Fund.

The Nominating and Corporate Governance Committee of the Aberdeen Board may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability (including availability to attend to Board business on short notice) and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) reputation; (v) financial expertise; (vi) the candidate’s ability, judgment and expertise; (vii) overall diversity of the Board’s composition; and (viii) commitment to the representation of the interests of the Fund and its shareholders. The Nominating and Corporate Governance Committee of the Aberdeen Board also will consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, such as business, financial or family relationships with the investment adviser or its affiliates, as appropriate. The Nominating and Corporate Governance Committee of the Aberdeen Board will consider potential trustee candidates, if any, recommended by Fund shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; (ii) are not “interested persons” of the Fund, as that term is defined in the 1940 Act; and (iii) are “independent” as defined in the listing standards of any exchange on which the Fund’s shares are listed.

While the Nominating and Corporate Governance Committee of the Aberdeen Board has not adopted a particular definition of diversity or a particular policy with regard to the consideration of diversity in identifying candidates, when considering a candidate’s and the Board’s diversity, the Committee generally considers the manner in which each candidate’s leadership, independence, interpersonal skills, financial acumen, integrity and professional ethics, educational and professional background, prior trustee or executive experience, industry knowledge, business judgment and specific experiences or expertise would complement or benefit the Board and, as a whole, contribute to the ability of the Board to oversee the Fund. The Committee may also consider other factors or attributes as it may determine appropriate in its judgment. The Committee believes that the significance of each candidate’s background, experience, qualifications, attributes or skills must be considered in the context of the Aberdeen Board as a whole.

The Board elects and appoints officers of the Trusts to oversee the Trusts’ daily affairs. It is expected that if the Transaction is completed, a new slate of officers will be elected and appointed by the Aberdeen Board.

The names, years of birth and business addresses of the Aberdeen Board Members and proposed Aberdeen officers, their principal occupations during at least the past five years, the number of portfolios each Aberdeen Board Member oversees and other directorships they hold are provided in the tables below. Aberdeen Board Members that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of abrdn Inc. are included in the table below under the heading “Interested Board Members.” Aberdeen Board Members who are not interested persons, as described above, are referred to in the table below under the heading “Independent Board Members.” abrdn Inc., its parent company Aberdeen Group plc, and its advisory affiliates are collectively referred to as “Aberdeen” in the tables below.

* As of October 31, 2025, the Fund Complex has a total of 17 Registrants with each Board member serving on the Boards of the number of Registrants listed. Each Registrant in the Fund Complex has one Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple Portfolios. The Registrants in the Fund Complex are as follows: abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets ex-China Fund, Inc., The India Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Infrastructure Income Fund, abrdn National Municipal Income Fund, abrdn Healthcare Investors, abrdn Life Sciences Investors, abrdn Healthcare Opportunities Fund, abrdn World Healthcare Fund, abrdn Funds (17 Portfolios), and abrdn ETFs (3 Portfolios).

** Current directorships (excluding Fund Complex) as of the date of this report held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act.

*** Mr. Pittard is deemed to be an interested person because of his affiliation with the Fund’s investment adviser.

In respect of each Aberdeen Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trust, were a significant factor in the determination that the individual should serve as a Trustee of the Trust. Following is a summary of each Trustee’s professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve on the Board:

Mr. Pittard is Head of Closed End Funds for Aberdeen and is responsible for the US and UK business. He is also a Managing Director of Corporate Finance having done a significant number of closed end fund transactions in the US and UK since joining Aberdeen in 1999. Previously he was Head of the Americas and the North American Funds business based in the US.

Mr. Reit is a Managing Member of Cross Brook Partners LLC, a real estate investment and management company since 2017. Mr. Reit is also Director and Financial Officer of Shelter Our Soldiers, a charity to support military veterans, since 2016. Mr. Reit was formerly a Managing Director and Global Head of Asset Management Investment Banking for UBS AG, where he was responsible for overseeing all the bank’s asset management client relationships globally, including all corporate security transactions, mergers and acquisitions. Mr. Reit retired from UBS in 2017 after an over 25-year career at the company and its predecessor company, PaineWebber Incorporated (merged with UBS AG in 2000).

Ms. Yao is an assistant professor adjunct and assistant dean at the David Geffen School of Drama at Yale University where she teaches financial accounting and governance to graduate students. Ms. Yao has over 25 years of Asia, finance, and governance experience in for profit and non-profit places like Goldman Sachs, Yale-China Association, and CFRA. She is a board member of the National Committee on U.S.-China Relations and a member of the Council on Foreign Relations. She received her MBA from the Yale School of Management and her AB in Diplomacy and World Affairs at Occidental College.

Mr. Maher is a Co-founder of Asymmetric Capital Management LLC since May 2018. Formerly Chief Executive Officer of Santa Barbara Tax Products Group from October 2014 to April 2016.

Mr. Baird is the president and Chief Executive Officer of Nexos Technologies Inc. from 2019 to present. Mr. Baird is also the founder and Managing Partner of G.A. Baird Partners & Co from 2015 to present. Mr. Baird was the Chief Executive Officer of Independence Bancshares, Inc. from 2013 to 2015 and an Operating Advisor to Thomas H. Lee Partners L.P. in 2011 and 2012. From 2003 to 2011, Mr. Baird was Chief Executive Officer of Paramax Capital Partners LLC. Prior to 2003, Mr. Baird was a Director at Citigroup Global Markets, Inc., an investment analyst at State Street Bank and Trust Company and real estate analyst at John Hancock Real Estate Finance Inc.

The following table shows the dollar range of equity securities beneficially owned by each Trustee of each (a) Trust, (b) on an aggregate basis, in the Trusts and the Target Funds, and (c) on an aggregate basis, in the Aberdeen Funds overseen by the Nominees, as of [October 31, 2025].

Board Leadership Structure and Oversight — The following provides an overview of the leadership structure of the Fund’s Board and the Board’s oversight of the Fund’s risk management process. As of December 31, 2025, the Fund’s Board consists of the same 12 Trustees, 11 of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. Taking into account the number, the diversity and the

complexity of the funds overseen by the Board and the aggregate amount of assets under management in the Fund and other MFS sponsored 40 Act registered investment companies, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to Committees of the Board. Each of the seven standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, consists exclusively of Independent Trustees. In connection with each of the Board’s regular meetings, the Independent Trustees meet separately from MFS with their counsel. The Independent Trustees also meet regularly with the Fund’s Chief Compliance Officer (who is also MFS’ Chief Compliance Officer) to receive reports regarding the compliance of the Fund with the federal securities laws and the Fund’s compliance policies and procedures. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Fund.

The Fund has retained MFS as its investment adviser and administrator. MFS provides the Fund with investment advisory services and is responsible for day-to-day administration of the Fund and management of the risks that arise from the Fund’s investments and operations. Certain employees of MFS serve as the Fund’s officers, including the Fund’s principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management activities of MFS and its affiliates (including those related to cybersecurity). In addition, each Committee of the Board provides oversight of its risk management activities with respect to the particular activities within the Committee’s purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Fund’s activities, including reports on the Fund’s investment portfolio, the compliance of the Fund with applicable laws, and the Fund’s financial accounting and reporting. The Board also meets periodically with the portfolio managers of the Fund to receive reports regarding the management of the Fund, including its investment risks. The Board and the relevant Committees meet periodically with MFS’ Global Head of Enterprise Risk to receive reports on MFS’ and its affiliates’ risk management activities, including their efforts to (i) identify key risks that could adversely affect the Fund or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes described in (i) and (ii) above. In addition, the Board and the relevant Committees oversee risk management activities related to the key risks associated with services provided by various non-affiliated service providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of the Fund’s auditor and custodian. As the Fund’s operations are carried out by service providers, the Board’s oversight of the risk management processes of the service providers, including processes to address cybersecurity and other operational failures, is inherently limited.

Trustees and Officers - Identification and Background - The Trustees and Officers of the Fund, as of December 31, 2025, are listed below, together with their principal occupations during the past five years (their titles may have varied during that period). The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199. As discussed above, as of the date of this SAI, each of the Fund’s Trustees and Officers are the same individuals, serving in the same capacity for the Fund. For the Fund, shareholders are being asked to approve the Aberdeen Board as the Combined Fund’s Board through a separate proxy statement and a separate special meeting of shareholders. The previous section “Aberdeen Trustees and Officers for the Combined Fund” provides relevant background information on the Aberdeen Board and proposed officers of the Combined Fund, should the Fund’s shareholders approve this proposal.

Each Trustee has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Funds hold an annual meeting for the purpose of electing a staggered “class” of Trustees and Trustees are elected for fixed terms

of 3 years. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

The Interested Trustee and certain Officers hold comparable positions with certain affiliates of MFS.

The following provides an overview of the Board’s process for identifying individuals for the pool from which trustee candidates are ultimately selected and the considerations that led the Board to conclude that each individual serving as a Trustee of the Fund should so serve. As part of this process, the Board works with the Nomination and Compensation Committee, which recommends qualified trustee candidates to the Board in the event that a position is vacated or created. Because the Trustees believe that a well-balanced and qualified board is an important component of a strong governance structure, the Board is committed to actively seeking individuals with diverse backgrounds, experience and perspectives, including women and underrepresented minority candidates, for the pool from which trustee candidates are selected. The current members of the Board have joined the Board at different points in time since 2009. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills, experience, and perspectives on the Board.

In respect of each current Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Fund, were a significant factor in the determination that the individual should serve as a Trustee of the Fund. The following is a summary of each Trustee’s professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve on the Board:

Mr. Roberge is Chairman of MFS (the Fund’s investment adviser) and Chairman of the MFS Board of Directors. As Chief Executive Officer of MFS from 2017 through 2024, Mr. Roberge set the strategic priorities for MFS, leading a team responsible for the investment, distribution, finance, human resources, legal and technology functions at the firm. He has substantial executive and investment management experience, having worked for MFS for over 25 years.

Mr. Buller has substantial accounting, investment management, and executive experience at firms within the investment management industry. Mr. Buller was the Chief Financial Officer and Managing Director of BlackRock, Inc. (“BlackRock”), where he oversaw BlackRock’s tax department, internal audit and control functions, and the global corporate and investment company accounting policy. Prior to joining BlackRock, Mr. Buller was an auditor at Ernst & Young LLP for over 30 years, where he served as Global Director of Asset Management and as the audit partner for various investment company complexes. Mr. Buller was chairman of the Financial Accounting Standards Advisory Council, and was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board (the PCAOB). He has also served on the board of BlackRock Finco UK, a privately- held company.

Mr. Caroselli has substantial senior executive experience in the financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation,

Ms. Goldfarb has substantial executive and board experience at firms within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with Massachusetts Mutual Life Insurance Company. She also held various marketing, distribution, and portfolio management positions with other investment management firms. Ms. Goldfarb is a former member of the Board of Governors of the Investment Company Institute.

Mr. Jones has substantial senior executive, accounting and investment management experience at firms within the investment management industry. Mr. Jones was the Chairman of Franklin Templeton Institutional, LLC and President of Franklin Templeton Distributors Inc. Mr. Jones formerly was the President of IDEX Distributors, Inc., which oversaw the formation and launch of IDEX Mutual Funds (now part of Transamerica Funds). Mr. Jones is a member of the Investment Advisory Council of the Florida State Board of Administration. Mr. Jones was formerly a CPA and served as Tax Manager at PricewaterhouseCoopers in Tampa, Florida and Atlanta, Georgia. Mr. Jones is a member of the Governing Council of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund director community. Mr. Jones is also a member of the Investment Committee and a former trustee of the Florida State University Foundation.

Mr. Kavanaugh has substantial executive, investment management, and board experience at firms within the investment management and mutual fund industry and is a Chartered Financial Analyst. He was the Chief Investment Officer of The Hanover Insurance Group, Inc., and the President and Chairman of Opus Investment Management, Inc., an investment adviser. Mr. Kavanaugh held research and portfolio management positions with Allmerica Financial and PruCapital, Inc. He previously served on the board of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund independent director community.

Mr. Kilman has substantial senior executive and investment banking management experience at firms within the investment management industry. Mr. Kilman is currently a Senior Advisor to Burford Capital Limited, a global finance and investment management firm focusing on the law, and the Chief Executive Officer of KielStrand Capital LLC, a family office that makes and manages investments and oversees philanthropic activities. Previously, Mr. Kilman served as the Chief Financial Officer of Burford Capital Limited. Mr. Kilman formerly was the Vice Chairman, Co-Head of Diversified Financials Coverage in the Financial Institutions Banking Group at Morgan Stanley & Co. Prior to joining Morgan Stanley, Mr. Kilman was Managing Director in the Advisory Group within the Fixed Income Division’s Mortgage Department at Goldman Sachs & Co. Mr. Kilman also held managerial and investment positions with ABN AMRO Inc. and PaineWebber Inc.

Mr. Otis has substantial executive, financial, and board experience at publicly-traded and privately-held companies. Mr. Otis was the Chairman and Chief Executive Officer of Darden Restaurants, Inc., the world’s largest full-service restaurant company, and where he previously served in other senior positions at Darden Restaurants, including Chief Financial Officer and Executive Vice President. Mr. Otis is a director of VF Corporation, Verizon Communications, Inc., and The Travelers Companies. He is a former director of the Federal Reserve Bank of Atlanta.

Ms. Roepke has substantial executive and compliance experience within the investment management industry. She was a Senior Vice President and the Chief Compliance Officer of American Century Investments, Inc., where she worked for over 30 years. Ms. Roepke served on the board of the American Century SICAV, a mutual fund complex. She is a former member of the Investment Company Institute’s Chief Compliance Officer Committee and Risk Management Advisory Committee.

Ms. Smith has substantial senior executive, operational and auditing and accounting experience in the financial services industry. Ms. Smith was an auditor at PricewaterhouseCoopers LLP (“PwC”) for over 35 years where she was the lead engagement partner for a number of global financial services firms and served in various asset management industry, operational and human capital related leadership roles, including serving as UK Asset Management Leader. Prior to joining PwC, Ms. Smith worked in the mutual fund accounting department at State Street. She is a former board member of Nicsa, an asset management trade association.

Ms. Thomsen has substantial venture capital financing experience, as well as board experience at publicly-traded and privately-held companies. Ms. Thomsen was a co-founding General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies, and served as an Executive Partner of New Profit, Inc., a venture philanthropy firm. Prior to that, she was a General Partner at Harbourvest Partners, a venture capital firm. Ms. Thomsen is a director of The Travelers Companies, Inc. and Dycom Industries, Inc. Ms. Thomsen retired on December 31, 2025, and ceased serving as a Trustee of the Fund on this date.

Mr. Williams has substantial executive and board experience in the financial services industry. Mr. Williams is founder and Managing Member of DuSable Group, LLC, where he provides financial advisory and consulting services to clients. Prior to that, he served in various roles, including as Managing Director, at Loop Capital LLC, a full-service investment bank, brokerage and advisory firm that provides investment services to institutional clients. Mr. Williams is a former board member of Amalgamated Bank of Chicago and Intrado Inc., where he chaired the company’s audit committee.

2 Laurie J. Thomsen retired on December 31, 2025, and ceased serving as a Trustee of the Fund on this date.

3 Effective, January 1, 2026, Ms. Smith will become a member of the Audit Committee and will cease being a member of the Compliance Committee. Additionally, effective January 1, 2026, Mr. Williams will become a member of the Compliance Committee and will cease being a member of the Audit Committee.

* Independent Trustees. Although Mr. Kavanaugh is not a member of all Committees of the Board, he is invited to and attends many of the Committees’ meetings in his capacity as Chair of the Board.

The following table shows the dollar range of equity securities beneficially owned by each Trustee (a) of the Fund and (b) on an aggregate basis, in the MFS Funds overseen by the Trustee, as of December 31, 2025.

To the knowledge of the Fund, as of December 31, 2025, the Trustees who are Independent Trustees did not knowingly own beneficially securities of an investment adviser or principal underwriter of the Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund.

The Fund pay the Independent Trustees an annual fee plus a fee for each meeting attended. In addition, the Independent Trustees are reimbursed for their out-of-pocket expenses. The following table shows the cash compensation paid to the Trustees by the Fund and the MFS Funds overall during the fiscal year ended October 31, 2025.

²Laurie J. Thomsen retired on December 31, 2025, and ceased serving as a Trustee of the Fund on this date.

The Fund has no employees. The Officers and Interested Trustee (Mr. Michael W. Roberge) are compensated by MFS or its affiliates, as applicable.

The Fund and MFS have each adopted a code of ethics under Rule 17j-1 of the 1940 Act governing the personal securities transactions of their respective personnel. Under each code of ethics, personnel may invest in securities for their personal accounts (including securities that may be purchased or held by the Funds), subject to certain general restrictions and procedures. Copies of these Codes of Ethics are on the EDGAR Database on the SEC’s internet site at www.sec.gov and may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov.

Proxies are voted on behalf of the Fund pursuant to the proxy voting policies and procedures set forth in APPENDIX A. Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30 is available by August 31 of each year without charge by calling 1-800-225-2606, by visiting mfs.com/proxyvoting and selecting the Fund’s name, or by visiting the SEC’s website at www.sec.gov.

As of December 31, 2025, the Fund is not aware of any persons or organizations whose beneficial ownership of the Fund’s outstanding voting shares exceeds the threshold for control under the 1940 Act.

A list of persons who held of record or beneficially five percent (5%) or more of the outstanding common shares of the Fund as of December 31, 2025 is provided under the section “Shareholder Information” included in the Joint Proxy Statement/Prospectus.

As of December 31, 2025, the Trustees and officers of the Fund as a group owned less than one percent (1%) of the outstanding common shares of the Fund.

As discussed in the Joint Proxy Statement/Prospectus, the Fund’s shareholders are being asked to approve a new investment advisory agreement between the Fund and Aberdeen appointing Aberdeen as the investment advisor for the Combined Fund following the consummation of the Reorganizations. Aberdeen is located at 1900 Market Street, Suite 200, Philadelphia, PA 19103. Aberdeen is an indirect wholly-owned subsidiary of abrdn plc, which manages or administers approximately $730 billion in assets as of September 30, 2025. The registered offices of Aberdeen Group plc are located at 1 George Street, Edinburgh, Scotland EH2 2LL.

agreement, the Combined Fund will pay Aberdeen a management fee that will be computed daily and paid monthly at an annual rate of 0.85% of the Combined Fund’s average daily managed assets. Aberdeen has additionally agreed in writing to pay a portion of the Combined Fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), and investment-related expenses, such that the Combined Fund’s total fund operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily managed assets. This written agreement will continue until modified by the Aberdeen Board, but such agreement will continue for twelve months from the consummation of the Reorganizations.

In the event that shareholders of the Fund do not both approve the appointment of Aberdeen as the Combined Fund’s investment adviser and elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will serve as the investment adviser for the Combined Fund following the consummation of the Reorganizations. .

MFS is the investment adviser for each Fund. MFS, located at 111 Huntington Avenue, Boston, Massachusetts, is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). Net assets under the management of the MFS organization were approximately $655.2 billion as of November 31, 2025.

In rendering investment advisory services to the Fund, MFS may use the resources of one or more foreign (non-U.S.) affiliates of MFS that are not registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (the MFS Non-U.S. Advisory Affiliates) to provide portfolio management, research and/or trading services to the Fund. Under a Memorandum of Understanding (the “MOU”), each of the MFS Non-U.S. Advisory Affiliates are “Participating Affiliates” of MFS as that term is used in relief granted by the staff of the SEC allowing U.S. registered investment advisers to use investment advisory and trading resources of advisory affiliates not registered under the Advisers Act subject to the supervision of the U.S. registered adviser. Any employees of the Participating Affiliates who provide services to the Funds are considered under the MOU to be “associated persons” of MFS as that term is defined in the Advisers Act and are subject to the supervision of MFS.

Pursuant to its investment advisory agreement with MFS, the Fund pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.34% of the Fund’s average daily net assets and 5.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and excludes the amortization of premium, which may differ from investment income reported in the Fund’s annual financial report. The management fee, from net assets and gross income, incurred for the year ended October 31, 2025, was equivalent to an annual effective rate of 0.78% of the Fund’s average daily net assets. In the event that the Reorganizations are approved by all or a subset of the Target Fund’s shareholders, but the Fund’s shareholders do not both approve the appointment of Aberdeen as the investment adviser of the Combined Fund and elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will remain the investment adviser of the Combined Fund pursuant to MFS’ current investment advisory agreement with the Fund. Under this scenario, the management fee structure that is currently in place with respect to the Fund and MFS, as discussed above, will remain unchanged, however MFS has agreed to put in place for a period of at least twelve months following the consummation of the Reorganization a limitation on the Combined Fund’s total annual operating expense that is equivalent to the limitation proposed by Aberdeen as discussed above.

Pursuant to the investment advisory agreement, the Fund paid MFS the following amounts in advisory fees over the past three fiscal year periods.

MFS serves as the administrator to the Fund pursuant to an administrative services agreement with the Fund. Under an administrative services agreement, MFS provides the Fund certain financial, legal, shareholder communications, compliance, and other administrative services and the Fund reimburses MFS for the costs incurred to provide these services. The Fund is charged an annual fixed amount of $17,500 plus a fee based on the Fund’s average daily net assets. The administrative services fee is computed daily and paid monthly. The administrative services fees paid by the Fund to MFS over the past three fiscal year periods were the following:

Aberdeen will serve as the Combined Fund’s administrator following the consummation of the Reorganizations. MFS will serve as the administrator to the Combined Fund following the consummation of the Reorganizations in the event that the Fund’s shareholders do not approve both (i) the appointment of Aberdeen as the Combined Fund’s investment adviser and (ii) the appointment of the Aberdeen Board as the Combined Fund’s board of trustees.

The custodian of the assets of the Fund is State Street Bank and Trust Company, 1 Congress Street, Suite 1, Boston, MA 02114. The custodian performs custodial and fund accounting services as well as sub-administrative services on behalf of the Funds.

Computershare Trust Company, N.A., LLC, P.O. Box 43078, Providence, RI 02940-3078, serves as the Fund’s transfer agent, registrar and dividend disbursement agent.

No changes to the above service providers for the Combined Fund are anticipated as a result of the Reorganizations.

Ernst & Young LLP (“E&Y”), 200 Clarendon Street, Boston, MA 02116, serves as the Fund’s independent registered public accounting firm. E&Y provides audit services, tax assistance and consultation in connection with the review of SEC and IRS filings.

It is anticipated that KPMG LLP (“KPMG”), 191West Nationwide Blvd., Suite 500, Columbus, OH 43215, will serve as the Combined Fund’s independent registered public accountant following the consummation of the Reorganizations, if the Fund’s shareholders both approve the appointment of Aberdeen as the Combined Fund’s investment adviser and elect the Aberdeen Board as the Combined Fund’s board of trustees. KPMG will provide audit services, tax assistance and consultation in connection with the review of SEC and IRS filings for the Combined Fund.

In the event that the Fund’s shareholders do not approve the aforementioned proposals, E&Y will serve as the independent registered public accounting firm for the Combined Fund following the consummation of the Reorganizations. The services that will be provided to the Combined Fund will be identical to the services E&Y currently provides to the Fund.

Ropes & Gray LLP (“Ropes”), Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199, passes upon certain legal matters in connection with shares offered by the Fund, and also acts as counsel to the Fund. It is anticipated that Dechert LLP, 1900 K Street N.W., Washington, D.C. 20006, will serve as the Combined Fund’s legal

counsel following the consummation of the Reorganizations, if the Fund’s shareholders approve both (i) the appointment of Aberdeen as the Combined Fund’s investment adviser and (ii) the appointment of the Aberdeen Board as the Combined Fund’s board of trustees. In the event that the Fund’s shareholders do not approve the aforementioned proposals, it is anticipated that Ropes will continue to serve as the Combined Fund’s legal counsel following the Reorganizations.

If Aberdeen is approved as investment adviser for the Fund. As discussed above, simultaneously with the solicitation of the shareholders of each Target Fund to approve the appointment of Aberdeen as the investment adviser of the Combined Fund and to elect the Aberdeen Board as the Combined Fund’s board of trustees. If both proposals are approved, the portfolio managers who will be jointly and primarily responsible for the day-to-day management of the Combined Fund are listed in the below table. In addition to the Combined Fund, each portfolio manager is named as a portfolio manager of certain other accounts managed or sub-advised by Aberdeen or an affiliate. Wholly-owned subsidiaries of registered investment companies are not considered separate accounts for purposes of number of accounts and total assets managed. The number and assets of these accounts were as follows as of September 30, 2025.

Advisory fees were not based upon the performance of any of the accounts identified in the above table.

If Aberdeen is not approved as investment adviser for the Fund. As discussed above, if the shareholders of the Fund do not approve the appointment of Aberdeen as the investment adviser of the Combined Fund and elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will continue to serve as the investment adviser of the Combined Fund following the consummation of the Reorganizations. In the event that MFS serves as the investment adviser of the Combined Fund, the portfolio managers that will be jointly and primarily responsible for the day-to-day management of the Combined Fund will be the same as the portfolio managers currently managing the Fund and are listed in the following table. In addition to the Fund, each portfolio manager is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. Wholly-owned subsidiaries of registered investment companies are not considered separate accounts for purposes of number of accounts and total assets managed. The number and assets of these accounts were as follows as of the Fund’s most recent fiscal year ended October 31, 2025.

Advisory fees were not based upon the performance of any of the accounts identified in the above table.

Aberdeen serves as investment advisers for multiple clients, including the Fund and other investment companies registered under the 1940 Act and private funds (such clients are also referred to below as “accounts”). The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objective, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.

In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance-based fees with qualified clients. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.

Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Fund and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Fund

will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of Aberdeen that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Fund has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.

With respect to non-discretionary model delivery accounts (including UMA accounts) and discretionary SMA accounts, Aberdeen will utilize a third party service provider to deliver model portfolio recommendations and model changes to the Sponsors. Aberdeen seeks to treat clients fairly and equitably over time, by delivering model changes to our service provider and investment instructions for our other discretionary accounts to our trading desk, simultaneously or approximately at the same time. The service provider will then deliver the model changes to each Sponsor on a when-traded, randomized full rotation schedule. All Sponsors will be included in the rotation schedule, including SMA and UMA.

UMA Sponsors will be responsible for determining how and whether to implement the model portfolio or model changes and implementation of any client specific investment restrictions. The Sponsors are solely responsible for determining the suitability of the model portfolio for each model delivery client, executing trades and seeking best execution for such clients.

As it relates to SMA accounts, Aberdeen will be responsible for managing the account on the basis of each client’s financial situation and objectives, the day to day investment decisions, best execution, accepting or rejecting client specific investment restrictions and performance. The SMA Sponsors will collect suitability information and will provide a summary questionnaire for our review and approval or rejection. For dual contract SMAs, Aberdeen will collect a suitability assessment from the client, along with the Sponsor suitability assessment. Our third party service provider will monitor client specific investment restrictions on a day to day basis. For SMA accounts, model trades will be traded by the Sponsor or may be executed through a “step-out transaction,”- or traded away- from the client’s Sponsor if doing so is consistent with Aberdeen’s obligation to obtain best execution. When placing trades through Sponsor Firms (instead of stepping them out), we will generally aggregate orders where it is possible and in the client’s best interests. In the event we are not comfortable that a Sponsor can obtain best execution for a specific security and trading away is infeasible, we may exclude the security from the model.

Trading costs are not covered by the Wrap Program fee and may result in additional costs to the client. In some instances, step-out trades are executed without any additional commission, mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade. Typically, the executing broker will embed the added costs into the price of the trade execution, making it difficult to determine and disclose the exact added cost to clients. In this instance, these additional trading costs will be reflected in the price received for the security, not as a separate commission, on trade confirmations or on account statements. In determining best execution for SMA accounts, Aberdeen takes into consideration that the client will not pay additional trading costs or commission if executing with the Sponsor.

While UMA accounts are invested in the same strategies as and may perform similarly to SMA accounts, there are expected to be performance differences between them. There will be performance dispersions between UMAs and other types of accounts because Aberdeen does not have discretion over trading and there may be client specific restrictions for SMA accounts.

Aberdeen may have already commenced trading for its discretionary client accounts before the model delivery accounts have executed Aberdeen’s recommendations. In this event, trades placed by the model delivery clients may be subject to price movements, particularly with large orders or where securities are thinly traded, that may result in model delivery clients receiving less favorable prices than our discretionary clients. Aberdeen has no discretion over transactions executed by model delivery clients and is unable to control the market impact of those transactions.

Timing delays or other operational factors associated with the implementation of trades may result in non-discretionary and model delivery clients receiving materially different prices relative to other client accounts. In addition, the constitution and weights of stocks within model portfolios may not always be exactly aligned with similar

discretionary accounts. This may create performance dispersions within accounts with the same or similar investment mandate.

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of the Fund and other accounts, and has adopted policies and procedures reasonably designed to address such potential conflicts. There is no guarantee that MFS will be successful in identifying or mitigating conflicts of interest.

The management of multiple funds and accounts (including accounts in which MFS, an affiliate, an employee, an officer, or a director has an interest) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons, and fees, as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund as well as for one or more other accounts advised by MFS or its subsidiaries (including accounts in which MFS, an affiliate, an employee, an officer, or a director has an interest). MFS’ trade allocation policies could have a detrimental effect on the Fund, if its orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts advised by MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the investments of the Fund. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

When two or more accounts are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each over time. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or availability of a security with respect to the Fund.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund; for instance, those that pay a higher advisory fee and/or have a performance adjustment, those that include an investment by the portfolio manager, and/or those in which MFS, its affiliates, its employees, its officers, and/or its directors own or have an interest.

To the extent permitted by applicable law, certain accounts may invest their assets in other accounts advised by MFS or its affiliates, including accounts that are advised by one or more of the same portfolio manager(s), which could result in conflicts of interest relating to asset allocation, timing of purchases and redemptions, and increased profitability for MFS, its affiliates, and/or its personnel, including portfolio managers.

The below information details the portfolio manager compensation practices relating to the Combined Fund’s portfolio managers if Aberdeen is approved as investment adviser by the Fund’s shareholders.

Aberdeen’s remuneration policies are designed to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for Aberdeen’s clients and shareholders. Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.

Aberdeen’s policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The bonus is a single, fully discretionary variable pay award. The aggregate value of awards in any year is dependent on the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff, are determined by a rigorous assessment of achievement against defined objectives.

The variable pay award is composed of a mixture of cash and a deferred award, the portion of which varies based on the size of the award. Deferred awards are by default Aberdeen plc shares, with an option to put up to 50% of the deferred award into funds managed by Aberdeen. Overall compensation packages are designed to be competitive relative to the investment management industry.

Aberdeen’s policy is to pay a fair salary commensurate with the individual’s role, responsibilities and experience, and having regard to the market rates being offered for similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.

The Remuneration Committee determines the key performance indicators that will be applied in considering the overall size of the bonus pool. In line with practices amongst other asset management companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Remuneration Committee.

Aberdeen has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives’ interests with Aberdeen’s sustained performance and, in respect of the deferral into funds managed by Aberdeen, to align the interest of portfolio managers with our clients.

Staff performance is reviewed formally at least once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.

In the calculation of a portfolio management team’s bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations through key performance indicator scorecards. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio manager’s discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts the team manages.

Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination of the team’s and individual’s performance is considered and evaluated.

Although performance is not a substantial portion of a portfolio manager’s compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside one’s control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and ‘hot’ themes. Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeen’s dynamic compliance monitoring system.

In rendering investment management services, the Adviser may use the resources of additional investment adviser subsidiaries of Aberdeen plc. These affiliates have entered into a memorandum of understanding (“MOU”) pursuant to which investment professionals from each affiliate may render portfolio management, research or trading services to Aberdeen clients. Each investment professional who renders portfolio management, research or trading services under a MOU or personnel sharing arrangement (“Participating Affiliate”) must comply with the provisions of the Advisers Act, the 1940 Act, the Securities Act of 1933, the Exchange Act, and the Employee

Retirement Income Security Act of 1974, and the laws of states or countries in which the Adviser does business or has clients. No remuneration is paid by the Fund with respect to the MOU/personnel sharing arrangements.

As discussed elsewhere in this SAI and in the Joint Proxy Statement/Prospectus, in the event that the Fund’s shareholder’s do not both approve the appointment of Aberdeen as the Combined Fund’s investment adviser and elect the Aberdeen Board as the Combined Fund’s board of trustees, MFS will remain the investment adviser of the Combined Fund. Under this scenario, the Fund’s current portfolio management team will continue to serve as the Combined Fund’s portfolio management team. The following information provides details regarding portfolio manager compensation for the Fund’s current portfolio managers.

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a durable investment process. As of [December 31, 2025], portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary – Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus – Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

With respect to each portfolio manager except Ms. Pilar Gomez-Bravo, the performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter. The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on the Fund/strategy and, when available, 10-, 5-, and 3-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of [December 31, 2025], the following benchmarks were used to measure the following portfolio managers’ performance for the Fund and/or other MFS complex fund managed in a substantially similar strategy to the portion of the Fund managed by the portfolio managers:

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contributions to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS fund(s) selected by the portfolio manager. A selected fund may, but is not required to, be the Fund or other MFS complex fund that is managed by the portfolio manager.

With respect to Ms. Pilar Gomez-Bravo, her compensation reflects her broader role within MFS as Co-Chief Investment Officer-Global Fixed Income in addition to being a portfolio manager. Her performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter. The quantitative portion is based on overall group investment performance and business performance metrics. The qualitative portion is based on the results of an annual internal review process conducted by the Chief Investment Officer which takes into account her broad leadership responsibilities. This performance bonus is in the form of cash and/or a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS fund(s) selected by the portfolio manager. A selected fund may, but is not required to, be the Fund or other MFS fund is managed by the portfolio manager.

MFS Equity Plan – Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) (including the value of any deferred cash award which is based on the performance of the Fund) as of the Fund’s most recently completed fiscal year ended October 31, 2025. The below table includes the relevant ownership information relating to the Combined Fund’s portfolio managers if Aberdeen is approved as investment adviser by the Fund’s shareholders and also ownership information relating to the Fund’s current portfolio managers, who will serve as the Combined Fund’s portfolio managers if Aberdeen is not approved as the new investment adviser of the Combined Fund by the Fund’s shareholders. The following dollar ranges apply:

The Adviser is responsible for decisions to buy and sell securities and other investments for the Fund, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any. In transactions on stock and commodity exchanges in the United States, these commissions are negotiated, whereas on foreign stock and commodity exchanges these commissions are generally fixed and are generally higher than brokerage commissions in the United States. In the case of securities traded on the OTC markets or for securities traded on a principal basis, there is generally no commission, but the price includes a spread between the dealer’s purchase and sale price. This spread is the dealer’s profit. In underwritten offerings, the price includes a disclosed, fixed commission or discount. Most short-term obligations are normally traded on a “principal” rather than agency basis. This may be done through a dealer (e.g., a securities firm or bank) who buys or sells for its own account rather than as an agent for another client, or directly with the issuer.

Except as described below, the primary consideration in portfolio security transactions is best execution of the transaction (i.e., execution at a favorable price and in the most effective manner possible). “Best execution” encompasses many factors affecting the overall benefit obtained by the client account in the transaction including, but not necessarily limited to, the price paid or received for a security, the commission charged, the promptness, available liquidity and reliability of execution, the confidentiality and placement accorded the order, and customer service. Therefore, “best execution” does not necessarily mean obtaining the best price alone but is evaluated in the context of all the execution services provided. The Adviser has freedom as to the markets in and the broker-dealers through which they seek this result, except where mandates have restrictions in place.

Subject to the primary consideration of seeking best execution and as discussed below, securities may be bought or sold through broker-dealers who have furnished statistical, research, corporate access, and other information or services to the Adviser. SEC regulations provide a “safe harbor” that allows an investment adviser to pay for research and brokerage services with commission dollars generated by client transactions. Effective with the implementation of Markets in Financial Instruments Directive II (“MiFID II”), the Adviser absorbs all research costs and will generally no longer rely on the “safe harbor” under Section 28(e) of the Securities Exchange Act of 1934.

There may be occasions when portfolio transactions for a Fund are executed as part of concurrent authorizations to purchase or sell the same security for trusts or other accounts (including other mutual funds) served

by the Adviser or a Sub-Adviser (if applicable) or by an affiliated company thereof. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to a Fund, they are affected only when the Adviser or the Sub-Adviser (if applicable) believes that to do so is in the interest of the Fund. When such concurrent authorizations occur, the executions will be allocated in an equitable manner in accordance with the Adviser’s trade allocation policies and procedures.

In purchasing and selling investments for the Fund, it is the policy of the Adviser to seek best execution through responsible broker-dealers. The determination of what may constitute best execution in a securities transaction by a broker involves a number of considerations, including the overall direct net economic result to the Fund (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all when a large block is involved, the availability of the broker to stand ready to execute possibly difficult transactions in the future, the professionalism of the broker, and the financial strength and stability of the broker. These considerations are judgmental and are weighed by the Adviser in determining the overall reasonableness of securities executions and commissions paid. In selecting broker-dealers, the Adviser will consider various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security or asset to be purchased or sold; the execution efficiency, settlement capability, and financial condition of the broker dealer’s firm; the broker-dealer’s execution services, rendered on a continuing basis; and the reasonableness of any commissions.

With respect to FX transactions, different considerations or circumstances may apply, particularly with respect to Restricted Market FX. FX transactions executed for the Fund are divided into two main categories: (1) Restricted Market FX and (2) Unrestricted Market FX. Restricted Market FX are required to be executed by a local bank in the applicable market. Unrestricted Market FX are not required to be executed by a local bank. The Adviser or third party agent execute Unrestricted Market FX relating to trading decisions. The Fund’s custodian executes all Restricted Market FX because it has local banks or relationships with local banks in each of the restricted markets where custodial client accounts hold securities. Unrestricted Market FX relating to the repatriation of dividends and/or income/expense items not directly relating to trading may be executed by the Adviser or by the Fund’s custodian due to the small currency amount and lower volume of such transactions. The Fund, the Adviser has limited ability to negotiate prices at which certain FX transactions are customarily executed by the Fund’s custodian, i.e., transactions in Restricted Market FX and repatriation transactions.

The Adviser may cause the Fund to pay a broker-dealer a commission that is in excess of the commission another broker-dealer would have received for executing the transaction if it is determined to be consistent with the Adviser’s obligation to seek best-execution pursuant to the standards described above.

Under the 1940 Act, “affiliated persons” of the Fund are prohibited from dealing with it as a principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC. However, the Fund may purchase securities from underwriting syndicates of which a sub-adviser (if applicable) or any of its affiliates, as defined in the 1940 Act, is a member under certain conditions, in accordance with Rule 10f-3 under the 1940 Act.

The Fund contemplates that, consistent with the policy of seeking to obtain best execution, brokerage transactions may be conducted through “affiliated brokers or dealers,” as defined in rules under the 1940 Act. Under the 1940 Act, commissions paid by the Fund to an “affiliated broker or dealer” in connection with a purchase or sale of securities offered on a securities exchange may not exceed the usual and customary broker’s commission. Accordingly, it is the Fund’s policy that the commissions to be paid to an affiliated broker-dealer must, in the judgment of the Adviser, be (1) at least as favorable as those that would be charged by other brokers having comparable execution capability and (2) at least as favorable as commissions contemporaneously charged by such broker or dealer on comparable transactions for the broker’s or dealer’s unaffiliated customers. The Adviser does not necessarily deem it practicable or in the Fund’s best interests to solicit competitive bids for commissions on each transaction. However, consideration regularly is given to information concerning the prevailing level of commissions charged on comparable transactions by other brokers during comparable periods of time.

Not one of the Fund nor the Adviser has an agreement or understanding with a broker-dealer, or other arrangements to direct the Fund’s brokerage transactions to a broker-dealer because of the research services such broker provides to the Fund or the Adviser. While the Adviser does not have arrangements with any broker-dealers to

direct such brokerage transactions to them because of research services provided, the Adviser may receive research services from such broker-dealers.

Specific decisions to purchase or sell securities and other instruments for the Fund are made by persons affiliated with MFS. Any such person may serve other clients of MFS or any subsidiary of MFS in a similar capacity. When making trading decisions, MFS can select strategies or methods or directly select venues in order to seek best execution for client transactions. These decisions are influenced by a number of factors that are described more specifically below.

MFS seeks to obtain best execution for the Fund by executing transactions in such a manner that the Fund’s total costs or proceeds in each transaction are the most favorable under the circumstances. Trading practices differ with respect to fixed income and equity securities, and the discussion of trading practices below will differ depending on security type. MFS deals with broker/dealers reasonably expected to provide the most favorable execution quality under the circumstances. The specific criteria used in selecting a broker/dealer will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select among multiple broker/dealers. MFS defines best execution as a process that seeks to execute portfolio transactions in a manner that MFS believes will provide the most favorable qualitative execution, including execution price and commission, spread, or other transaction costs, reasonably available under the circumstances. This process involves the evaluation of the trading process and execution results over extended periods. In seeking best execution, MFS takes into account several factors that it considers to be relevant, which include without limitation and in no particular order, the following: price; the size of the transaction; the nature of the market or the security; the amount of the commission or “spread”; the timing and potential for impact of the transaction, considering market prices and trends; the reputation, experience, and stability of the broker/dealer involved; the willingness of the broker/dealer to commit capital; the need for anonymity in the market; and the quality of services rendered by the broker/dealer in other transactions.

MFS places trades in various manners including through different broker/dealers, agency brokers, principal market-making dealers, smaller brokers and dealers, which may specialize in particular regions or asset classes, futures commission merchants, and OTC derivatives dealers (each, a “broker/dealer” for purposes of the discussion in this section) as well as via electronic trading platforms, including electronic communications networks (ECNs) (including, without limitation, multilateral trading facilities (MTFs), and alternative trading systems (ATSs)). These trading platforms often, in the case of equity transactions, execute transactions at a commission rate lower than that charged by a full-service broker/dealer.

In certain circumstances, such as a “buy-in” for failure to deliver, MFS is not able to select the broker/dealer who will transact to cover the failure. For example, if the Fund sells a security short and is unable to deliver the securities sold short, the broker/dealer through whom the Fund sold short must deliver securities purchased for cash, (i.e., effect a “buy-in,” unless it knows that the Fund either is in the process of forwarding the securities to the broker/dealer or will do so as soon as possible without undue inconvenience or expense). Similarly, there can also be a failure to deliver in a long transaction and a resulting buy-in by the broker/dealer through whom the securities were sold. If the broker/dealer effects a buy-in, MFS will be unable to control the trading techniques, methods, venues, or any other aspect of the trade used by the broker/dealer.

Commission rates for equity securities and some derivatives will vary depending upon the trading methods, venues, and broker/dealers selected, as well as the market(s) in which the securities are traded and their relative liquidity. As noted above, MFS can utilize a variety of broker/dealers and trading venues and strategies in order to seek best execution for client transactions. MFS evaluates various factors in selecting broker/dealers to execute trades, including the ability to execute trades with a minimum of market impact, the speed and efficiency of executions, electronic trading capabilities, adequacy of capital, commitment of capital when necessary or desirable, market color provided to MFS, execution services, and accommodation of MFS’ special needs. MFS may employ outside vendors to provide reports on the quality of broker/dealer executions. With respect to transactions in derivatives, MFS trades only with broker/dealers with whom it has legally-required or client-requested documentation in place.

MFS utilizes a global investment platform built on the principle of close collaboration among members of its investment team, where research and investment ideas are shared. MFS investment professionals rely on their own internal research in making investment decisions, and, in addition, utilize external research provided by brokers or other research providers to help develop or refine investment ideas. External research is also used to help understand market consensus, sentiment, or perception, and identify relative inefficiencies more quickly and effectively.

MFS makes decisions on the procurement of external research separately and distinctly from decisions on the selection of brokers that execute transactions for the Fund. However, as permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), MFS may cause the Fund to pay a broker/dealer that provides “brokerage and research services” (as defined in Section 28(e)) an amount of commission for effecting a securities transaction for the Fund in excess of the amount other broker/dealers would have charged for the transaction if MFS determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided in terms of MFS’ overall responsibilities to the Fund. The brokerage and research services received may be useful and of value to MFS in serving both the accounts that generated the commissions and other clients of MFS. Accordingly, not all of the research and brokerage services provided by brokers through which the Fund’s securities transactions are effected may be used by MFS in connection with the Fund whose account generated the brokerage commissions.

MFS has undertaken to bear the costs of external research for all accounts it advises, either by paying for external research out of its own resources, or by voluntarily reimbursing clients from its own resources for excess commissions paid to obtain external research. For accounts subject to a regulatory prohibition on the payment of excess commissions for research, including accounts that are directly or indirectly subject to the Markets in Financial Instruments Directive in the European Union or United Kingdom (“MiFID II accounts”), MFS will pay for external research out of its own resources. For all other accounts, MFS operates client commission arrangements that generate commission “credits” for the purchase of external research from commissions on equity trades in a manner consistent with Section 28(e). Under these arrangements, MFS may cause a client to pay commissions in excess of what the broker/dealer or other brokers might have charged for certain equity transactions in recognition of brokerage and research services provided by the executing broker/dealer. MFS has voluntarily undertaken to reimburse clients from its own resources in an amount equal to all commission credits generated under these arrangements.

The research services obtained by MFS through the use of equity commission credits may include: access to corporate management; industry conferences; research field trips to visit corporate management and/or to tour manufacturing, production or distribution facilities; statistical, research and other factual information or services such as investment research reports; access to analysts; a small number of expert networks; reports or databases containing corporate, fundamental, technical, and political analyses; ESG-related information; portfolio modeling strategies; and economic research services, such as publications, chart services, and advice from economists concerning macroeconomics information, and analytical investment information about particular industries and corporations.

Through the use of eligible brokerage and research services acquired with commission credits, MFS initially avoids the additional expenses that it would incur if it developed comparable information through its own staff or if it purchased such services with its own resources. As a result, the Fund may pay more for its portfolio transactions in the first instance than if MFS had the Fund pay execution only rates. However, because MFS has voluntarily undertaken to reimburse clients from its own resources for commission credits generated from client brokerage, MFS ultimately assumes the additional expenses that it would incur if it purchased external research with its own resources.

Although MFS generally bears the costs of external research, MFS believes it generally does not pay, and therefore does not reimburse, clients with respect to research that is made available by a broker/dealer to all of its customers and that MFS considers to be of de minimis value, or for external research provided by executing brokers in fixed income transactions that incur mark-ups, mark-downs, and other fees rather than commissions. With respect to fixed income, MFS believes that executing brokers in fixed income transactions do not charge lower mark-ups, mark-downs, commission equivalents or other fees if clients forego research services. Consequently, MFS does not believe it pays higher mark-ups, mark-downs, commission equivalents or other fees to brokers on fixed income transactions than it would if it did not receive any research services from brokers. However, MiFID II generally considers external research to be an inducement and therefore MFS pays for certain categories of fixed income research received by certain affiliates of MFS out of its own resources. MFS may also execute purchase and sale transactions between the Fund and other funds or accounts managed by MFS or its affiliates (cross-trades). Cross-

trade transactions entered into by the Fund are executed in accordance with applicable rules under the 1940 Act and related policies approved by the Fund’s Board.

Neither the Fund nor MFS has an agreement or understanding with a broker-dealer, or other arrangements to direct the Fund’s brokerage transactions to a broker-dealer because of the research services such broker provides to the Fund or MFS.

Brokerage commissions paid by the Fund for certain specified periods and information concerning purchases by the Fund of securities issued by its regular broker/dealers for its most recent fiscal year are set forth in the following table:

The Fund did not pay any commissions to affiliated brokers during the fiscal years ended October 31, 2025, October 31, 2024, and October 31, 2023.

The Fund did not hold any securities of its regular brokers or dealers as of the fiscal year ended October 31, 2025.

The following discussion of U.S. federal income tax consequences of investment in common shares of the Fund is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, and other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in common shares of the Fund. This summary does not purport to be a complete description of the U.S. federal income tax considerations applicable to an investment in common shares of the Fund. There may be other tax considerations applicable to particular shareholders. For example, except as otherwise specifically noted herein, we have not described certain tax considerations that may be relevant to certain types of holders subject to special treatment under the U.S. federal income tax laws, including shareholders subject to the U.S. federal alternative minimum tax, insurance companies, tax-exempt organizations, pension plans and trusts, RICs, dealers in securities, shareholders holding Common Shares through tax-advantaged accounts (such as 401(k) plans or individual retirement accounts), financial institutions, shareholders holding Common Shares as part of a hedge, straddle, or conversion transaction, entities that are not organized under the laws of the United States or a political subdivision thereof, and persons who are neither citizens nor residents of the United States. This summary assumes that investors hold Common Shares as capital assets (within the meaning of the Code). Shareholders should consult their own tax advisors regarding their particular situation and the possible application of U.S. federal, state, local, non-U.S. or other tax laws, and any proposed tax law changes.

The Fund has elected, and intends each year to qualify and be eligible to be treated, as a RIC under Subchapter M of the Code. In order to qualify for the special tax treatment accorded RICs and their shareholders, the Fund must, among other things: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the value of the Fund’s total assets consists of cash and cash items, U.S. government securities, securities of other RICs, and other securities limited in respect of any one

issuer to a value not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and any net tax-exempt interest income for such year.

In general, for purposes of the 90% gross income requirement described in paragraph (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in paragraph (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for U.S. federal income tax purposes because they meet the passive income requirement under Code section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.

For purposes of the diversification test in (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of the Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely affect the Fund’s ability to meet the diversification test in (b) above.

If the Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to U.S. federal income tax on income or gains distributed in a timely manner to common shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If the Fund were to fail to meet the income, diversification, or distribution tests described above, it could in some cases cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, it would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to common shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as “qualified dividend income” in the case of shareholders taxed as individuals, provided, in both cases, that the shareholder meets certain holding period and other requirements in respect of the Fund’s common shares (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment.

The Fund intends to distribute to its shareholders, at least annually, all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income and its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income including any net capital gain retained by the Fund will be subject to tax at the Fund level at regular corporate rates. In the case of net capital gain, the Fund is permitted to designate the retained amount as undistributed capital gain in a timely notice to its shareholders who would then, in turn, (i) be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their share of such undistributed amount, and (ii) be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of common shares owned by a shareholder of the Fund will be

increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance that the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

If at any time when preferred shares or other senior securities, as applicable, are outstanding the Fund does not meet applicable asset coverage requirements, it will be required to suspend distributions to common shareholders until the requisite asset coverage is restored. Any such suspension may cause the Fund to pay a U.S. federal income and excise tax on undistributed income or gains and may, in certain circumstances, prevent the Fund from qualifying for treatment as a RIC. The Fund may repurchase or otherwise retire preferred shares or other senior securities, as applicable, in an effort to comply with the distribution requirement applicable to RICs.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against the Fund’s net investment income. Instead, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether the Fund retains or distributes such gains. If the Fund incurs or has incurred net capital losses, those losses will be carried forward to one or more subsequent taxable years without expiration. Any such carryforward losses will retain their character as short-term or long-term. The Fund’s available capital loss carryforwards, if any, will be set forth in its annual shareholder report for each fiscal year.

In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income and its earnings and profits, an RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.

If the Fund were to fail to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income recognized for the one-year period ending on October 31 of such year (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects), plus any such amounts retained from the prior year, the Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RIC’s ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would otherwise be taken into account after October 31 (or November 30 of that year if the RIC makes the election described above) generally are treated as arising on January 1 of the following calendar year; in the case of a RIC with a December 31 year end that makes the election described above, no such gains or losses will be so treated. Also, for these purposes, the Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to or will do so.

The Fund intends to make monthly distributions. Unless a shareholder elects otherwise, all distributions will be automatically reinvested in additional common shares of the Fund pursuant to the Fund’s Dividend Reinvestment Plan (see “Dividends and Other Distributions” in the Joint Proxy Statement/Prospectus). A shareholder whose distributions are reinvested in common shares under the Dividend Reinvestment Plan will be treated for U.S. federal income tax purposes as having received an amount in distribution equal to either (i) if newly issued common shares are issued under the Dividend Reinvestment Plan, generally the fair market value of the newly issued common shares issued to the shareholder or (ii) if reinvestment is made through open-market purchases under the Dividend Reinvestment Plan, the amount of cash allocated to the shareholder for the purchase of common shares on its behalf in the open market. For U.S. federal income tax purposes, all distributions are generally taxable in the manner

described below, whether a shareholder takes them in cash or they are reinvested pursuant to the Dividend Reinvestment Plan in additional shares of the Fund.

For U.S. federal income tax purposes, distributions of investment income other than exempt-interest dividends (described below) are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned (or is deemed to have owned) the investments that generated the gains, rather than how long a shareholder has owned his or her common shares. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Tax rules can alter the Fund’s holding period in investments and thereby affect the tax treatment of gain or loss in respect of such investments. Distributions of net capital gain that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. The IRS and the Department of the Treasury have issued regulations that impose special rules in respect of Capital Gain Dividends received through partnership interests constituting “applicable partnership interests” under Section 1061 of the Code. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income.

Distributions of investment income reported by the Fund as “qualified dividend income” received by an individual will be taxed at the reduced rates applicable to net capital gain. In order for some portion of the dividends received by the Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. In general, a dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company.

In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares.

In general, dividends of net investment income received by corporate shareholders of the Fund will qualify for the dividends-received deduction generally available to corporations only to the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year if certain holding period and other requirements are met at both the shareholder and Fund levels. The Funds do not expect a significant portion of distributions to be eligible for the dividends-received deduction.

Any distribution of income that is attributable to (i) income received by the Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by the Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to non-corporate shareholders and will not be eligible for the dividends-received deduction for corporate shareholders. Similarly, any distribution of income that is attributable to (i) income received by the Fund in lieu of tax-exempt interest with respect to securities on loan or (ii) tax-exempt interest received by the Fund on tax-exempt securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute an exempt-interest dividend to shareholders.

The IRS currently requires a RIC that the IRS recognizes as having two or more “classes” of stock for U.S. federal income tax purposes to allocate to each such class proportionate amounts of each type of its income (such as ordinary income and capital gains) based upon the percentage of total dividends distributed to each class for the tax year. Accordingly, as applicable, the Fund intends each tax year to allocate Capital Gain Dividends for each tax year between and among its common shares and each series of its preferred shares in proportion to the total dividends paid to each class with respect to such tax year. Dividends qualifying for the dividends received deduction, as qualified dividend income or as exempt-interest dividends will be allocated between and among common shares and each series of preferred shares separately from dividends that do not so qualify, in each case in proportion to the total dividends paid to each share class for the Fund’s tax year.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by the Fund of net investment income (other than exempt-interest dividends, described below) and capital gains as described above, and (ii) any net gain from the sale, exchange or other taxable disposition of Fund shares. Common shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

If, in and with respect to any taxable year, the Fund makes a distribution in excess of its current and accumulated “earnings and profits,” the excess distribution will be treated as a return of capital to the extent of a shareholder’s tax basis in his or her common shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder’s basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares. Where one or more such distributions occur in and with respect to any taxable year of the Fund, the available earnings and profits will be allocated first to the distributions made to the holders of preferred shares, and only thereafter to distributions made to holders of common shares. As a result, the holders of preferred shares will receive a disproportionate share of the distributions, if any, treated as dividends, and the holders of the common shares will receive a disproportionate share of the distributions, if any, treated as a return of capital.

A distribution by the Fund will be treated as paid on December 31 of any calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to shareholders early in the succeeding year. Dividends and distributions on common shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of common shares purchased at a time when the Fund’s net asset value reflects unrealized gains or income or gains that are realized but not yet distributed. Such realized income and gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses.

If the Fund holds, directly or indirectly, one or more Build America Bonds issued before January 1, 2011, or other tax credit bonds issued on or before December 31, 2017, on one or more applicable dates during a taxable year, it is possible that the Fund will elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, a shareholder will be deemed to receive a distribution of money with respect to its Fund shares equal to the shareholder’s proportionate share of the amount of such credits and be allowed a credit against the shareholder’s U.S. federal income tax liability equal to the amount of such deemed distribution, subject to certain limitations imposed by the Code on the credits involved. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.

If for any taxable year the Fund was not a “publicly offered” RIC within the meaning of Code Section 67(c)(2)(B), certain of the Fund’s direct and indirect expenses would be subject to special “pass-through”

rules. Very generally, pursuant to Treasury Department regulations, expenses of a RIC that is not “publicly offered,” except those specific to its status as a RIC or separate entity (e.g., registration fees or transfer agency fees), are subject to special “pass-through” rules. These expenses (which include direct and certain indirect advisory fees) are treated as additional dividends to certain Fund shareholders (generally including other RICs that are not “publicly offered,” individuals and entities that compute their taxable income in the same manner as an individual) and, under current law, are not deductible by those shareholders that are individuals (or entities that compute their taxable income in the same manner as an individual).

The Fund will be qualified to pay exempt-interest dividends to its shareholders if, at the close of each quarter of the Fund’s taxable year, at least 50% of the total value of the Fund’s assets consists of obligations the interest on which is exempt from federal income tax under Section 103(a) of the Code. Distributions that the Fund reports as exempt-interest dividends are treated as interest excludable from shareholders’ gross income for federal income tax purposes but may be taxable for federal AMT purposes and for state and local purposes.

Part or all of the interest on indebtedness, if any, incurred or continued by a shareholder to purchase or carry shares of the Fund paying exempt-interest dividends is not deductible. The portion of interest that is not deductible is equal to the total interest paid or accrued on the indebtedness, multiplied by the percentage of the Fund’s total distributions (not including distributions from net long-term capital gains) paid to the shareholder that are exempt-interest dividends. Under rules used by the IRS to determine when borrowed funds are considered used for the purpose of purchasing or carrying particular assets, the purchase of shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares.

A shareholder who receives Social Security or railroad retirement benefits should consult his or her tax adviser to determine what effect, if any, an investment in the Fund may have on the federal taxation of such benefits. Exempt-interest dividends generally are included in income for purposes of determining the amount of benefits that are taxable.

In general, exempt-interest dividends, if any, attributable to interest received on certain private activity obligations and certain industrial development bonds will not be tax-exempt to any shareholders who are “substantial users” of the facilities financed by such obligations or bonds or who are “related persons” of such substantial users. The Fund will notify its shareholders in a written statement of the portion of distributions for the taxable year that constitutes exempt-interest dividends.

Exempt-interest dividends may be taxable for purposes of the federal AMT. For individual shareholders, exempt-interest dividends that are derived from interest on private activity bonds that are issued after August 7, 1986 (other than a “qualified 501(c)(3) bond,” as such term is defined in the Code) generally must be included in an individual’s tax base for purposes of calculating the shareholder’s liability for U.S. federal AMT.

In order for the Fund to distribute exempt-interest dividends for purposes of the California personal income tax, at least 50% of the value of the Fund’s total assets at the end of each quarter of each taxable year must consist of California state or local obligations and/or U.S. federal obligations, the interest from which is exempt from California personal income taxation. If the Fund qualifies to distribute exempt-interest dividends and reports these distributions as such to Fund shareholders, all distributions of the Fund attributable to interest income earned on such California state or local obligations and/or U.S. federal obligations for the taxable year of the Fund will be exempt from California personal income tax.

The sale, exchange or repurchase of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Fund shares treated as a sale or exchange for U.S. federal income tax purposes will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, such gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any

loss realized upon a taxable disposition of Fund shares held for six months or less (i) will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares and (ii) generally will be disallowed to the extent of any exempt-interest dividends received by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of the Fund’s shares will be disallowed under the Code’s “wash sale” rule if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

In the event that the Fund repurchases a shareholder’s common shares, such repurchase generally will be treated as a sale or exchange of the shares by a shareholder provided that (i) the shareholder tenders, and the Fund repurchases, all of such shareholder’s shares (and such shareholder does not hold and is not deemed to hold any preferred shares), thereby reducing the shareholder’s percentage ownership of the Fund, whether directly or by attribution under Section 318 of the Code, to 0%, (ii) the shareholder meets numerical safe harbors under the Code with respect to percentage voting interest and reduction in ownership of the Fund following completion of the tender offer, or (iii) the tender offer otherwise results in a “meaningful reduction” of the shareholder’s ownership percentage interest in the Fund, which determination depends on a particular shareholder’s facts and circumstances.

If a tendering shareholder’s proportionate ownership of the Fund (determined after applying the ownership attribution rules under Section 318 of the Code) is not reduced to the extent required under the tests described above, such shareholder will be deemed to receive a distribution from the Fund under Section 301 of the Code with respect to the shares held (or deemed held under Section 318 of the Code) by the shareholder after the tender offer (a “Section 301 distribution”). The amount of this distribution will equal the price paid by the Fund to such shareholder for the shares sold, and will be taxable as a dividend, (i.e., as ordinary income) to the extent of the Fund’s current or accumulated earnings and profits allocable to such distribution, with the excess treated as a return of capital reducing the shareholder’s tax basis in the shares held after the tender offer, and thereafter as capital gain. In the event a repurchase is treated as a Section 301 distribution, any Fund shares held by a shareholder thereafter will be subject to basis adjustments in accordance with the provisions of the Code.

Provided that no tendering shareholder is treated as receiving a Section 301 distribution as a result of selling common shares pursuant to a particular tender offer, shareholders who do not sell shares pursuant to that tender offer will not realize constructive distributions on their shares as a result of other shareholders selling shares in the tender offer. In the event that any tendering shareholder is deemed to receive a Section 301 distribution, it is possible that shareholders whose proportionate ownership of the Fund increases as a result of that tender offer, including shareholders who do not tender any shares, will be deemed to receive a constructive distribution under Section 305(c) of the Code in an amount equal to the increase in their percentage ownership of the Fund as a result of the tender offer. Such constructive distribution will be treated as a dividend to the extent of current or accumulated earnings and profits allocable to it.

Use of the Fund’s cash to repurchase shares may adversely affect the Fund’s ability to satisfy the distribution requirements for treatment as a RIC described above. The Fund may also recognize income in connection with the sale of portfolio securities to fund share purchases, in which case the Fund would take any such income into account in determining whether such distribution requirements have been satisfied.

If the Fund were to repurchase common shares on the open market, such repurchase would similarly result in a percentage increase in the interests of remaining shareholders. In such a case, a selling shareholder would likely have no specific knowledge that he or she is selling his or her shares to the Fund. It is therefore less likely that shareholders whose percentage share interests in the Fund increase as a result of any such open-market sale will be treated as having received a taxable distribution from the Fund.

The foregoing discussion does not address the tax treatment of tendering shareholders who do not hold their shares as a capital asset. Such shareholders should consult their own tax advisors on the specific tax consequences to them of participating or not participating in the tender offer.

A portion of the interest paid or accrued on certain high-yield discount obligations owned by the Fund may not, and interest paid on debt obligations, if any, that are considered for tax purposes to be payable in the equity of the issuer or a related party will not, be deductible to the issuer. This may affect the cash flow of the issuer. If a portion of the interest paid or accrued on certain high-yield discount obligations is not deductible, that portion will be treated as a dividend paid by the issuer for purposes of the corporate dividends received deduction. In such cases, if the issuer of the high-yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such accrued interest.

Original Issue Discount, Payment-in-Kind Securities, Market Discount, Preferred Securities, and Commodity-Linked Notes

Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in the Fund’s income and required to be distributed over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. Increases in the principal amount of an inflation-indexed bond will generally be treated as OID.

Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired by the Fund in the secondary market may be treated as having “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase price of such obligation. Generally, (i) any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt obligation, (ii) alternatively, the Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount on such debt obligations in the Fund’s income (as ordinary income) and thus distribute it over the term of the debt obligations, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligations, and (iii) the rate at which the market discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects. The Fund reserves the right to revoke such an election at any time pursuant to applicable IRS procedures. In the case of higher-risk securities, the amount of market discount may be unclear. See “Higher-Risk Securities.”

From time to time, a substantial portion of the Fund’s investments in loans and other debt obligations could be treated as having OID and/or market discount, which, in some cases could be significant. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.

A portion of the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such OID.

Some debt obligations with a fixed maturity date of one year or less from the date of issuance may be treated as having OID or, in certain cases, “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price). The Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. The rate at which OID or acquisition discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects.

Some preferred securities may include provisions that permit the issuer, at its discretion, to defer the payment of distributions for a stated period without any adverse consequences to the issuer. If the Fund owns a preferred security that is deferring the payment of its distributions, the Fund may be required to report income for U.S. federal income tax purposes to the extent of any such deferred distributions even though the Fund has not yet actually received the cash distribution.

In addition, pay-in-kind obligations will, and commodity-linked notes may, give rise to income that is required to be distributed and is taxable even though the Fund receives no interest payment in cash on the security during the year.

If the Fund holds the foregoing kinds of obligations, or other obligations subject to special rules under the Code, the Fund may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by disposition of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such dispositions, including short-term capital gains taxable as ordinary income. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they might otherwise receive in the absence of such transactions.

The Fund may invest in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as whether or to what extent the Fund should recognize market discount on a debt obligation; when the Fund may cease to accrue interest, OID or market discount, when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by the Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to federal income or excise tax.

Very generally, where the Fund purchases a bond at a price that exceeds the redemption price at maturity (i.e., at a premium), the Fund may elect to amortize the premium over the remaining term of the bond which election would apply to all bonds (other than bonds the interest on which is excludible from gross income for U.S. federal income tax purposes) held by the Fund. In the case of a taxable bond, if the Fund makes such election, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund is permitted to deduct any remaining premium allocable to a prior period. If the Fund does not elect to take bond premium into account currently, it will recognize a capital loss when the bond matures. In the case of a tax-exempt bond, tax rules require the Fund to reduce its tax basis by the amount of amortized premium.

The proper tax treatment of income or loss realized by the retirement or sale of certain catastrophe bonds is unclear. The Fund will report such income or loss as capital or ordinary income or loss in a manner consistent with any IRS position on the subject following the publication of such a position.

Equity investments by the Fund in certain “passive foreign investment companies” (“PFICs”) could subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to treat a PFIC as a “qualified electing fund” (i.e., make a “QEF

election”), in which case the Fund will be required to include its share of the company’s income and net capital gains annually, regardless of whether it receives any distribution from the company. Under U.S. Treasury Regulations, any such income or net capital gain of the PFIC that is required to be included in the Fund’s gross income is qualifying income to the extent derived with respect to the Fund’s business of investing in stock, securities or currencies. The Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings “to the market” as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to sell other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs will not be eligible to be treated as “qualified dividend income.”

The Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions, and may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.

Options, Futures, and Forward Contracts, Swap Agreements, and other Derivatives

In general, option premiums received by the Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If a call option written by the Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by the Fund pursuant to the exercise of a put option written by it, the Fund will generally subtract the premium received for purposes of computing its cost basis in the stock purchased. Gain or loss arising in respect of a termination of the Fund’s obligation under an option other than through the exercise of the option will be short-term capital gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by the Fund expires unexercised, the Fund generally will recognize short-term capital gain equal to the premium received.

The Fund’s options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including options that are “covered” by the Fund’s long position in the subject security. Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to “substantially similar or related property” to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not “deep in the money” may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are “in the money” although not “deep in the money” will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute “qualified dividend income” or

qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the dividends received deduction, as the case may be.

The tax treatment of certain positions entered into by the Fund, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by the Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.

In addition to the special rules described above in respect of futures and options transactions, the Fund’s transactions in other derivatives instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions may be subject to one or more special tax rules (e.g., notional principal contract, constructive sale, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by the Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities, thereby affecting, among other things, whether capital gains and losses are treated as short-term or long-term. These rules could, therefore, affect the amount, timing and/or character of distributions to shareholders.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a fund-level tax.

The Fund’s investments in commodities and commodity-linked instruments, if any, will potentially be limited by the Fund’s intention to qualify as a RIC, and will potentially limit the Fund’s ability to so qualify. Income and gains from commodities and certain commodity-linked instruments do not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. In addition, the tax treatment of some other commodity-linked instruments in which the Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If the Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income, and, together with any other nonqualifying income, caused the Fund’s nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.

Certain of the Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of the Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income. If such a difference arises, and the Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if the Fund’s book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its shares and (iii) thereafter, as gain from the sale or exchange of a capital asset.

If the Fund participates in a short sale and, on the date of such short sale, the Fund either (i) does not hold securities substantially identical to those sold short or (ii) has held such substantially identical securities for one year or less, the character of gain or loss realized on such a short sale generally will be short-term. If the Fund participates in a short sale and, on the date of such short sale, the Fund has held substantially identical securities for more than one year, the character of gain realized on such short sale will be determined by reference to the Fund’s holding period in the property actually used to close the short sale; the character of loss realized on such short sale generally will be long term, regardless of the holding period of the securities actually used to close such short sale. Because net short-term capital gain (after reduction by any long-term capital loss) is generally taxed at ordinary income rates, the Fund’s short sale transactions can increase the percentage of the Fund’s gains that are taxable to shareholders as ordinary income.

The Fund may invest directly or indirectly in real estate mortgage investment conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage obligations (“CMOs”) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (“TMPs”). Under a notice issued by the IRS in October 2006 and U.S. Treasury Regulations that have yet to be issued but may apply retroactively, a portion of the Fund’s income (including income allocated to the Fund from a real estate investment trust (“REIT”) or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP — referred to in the Code as an “excess inclusion”— will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that “excess inclusion income” of a RIC, such as the Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, the Fund may not be a suitable investment for charitable remainder trusts (“CRTs”), as noted below.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a U.S. federal income tax return, to file such a tax return and pay tax on such income and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.

Income, proceeds and gains received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries, which will reduce the return on those investments. Tax treaties between certain countries and the United States may reduce or eliminate such taxes.

If, at the close of its taxable year, more than 50% of the value of the Fund’s total assets consists of securities of foreign corporations, including for this purpose foreign governments, the Fund will be permitted to make an election under the Code that will allow shareholders a deduction or credit for foreign taxes paid by the Fund. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes. A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of such foreign taxes is subject to certain limitations imposed by the Code, which may result in the shareholders not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. If the Fund does not qualify for or chooses not to make such an election, shareholders will not be entitled separately to claim a credit or deduction for U.S. federal income tax purposes with respect to foreign taxes paid by the Fund; in that case the foreign tax will nonetheless reduce the Fund’s taxable income. Even if the Fund elects to pass through to its shareholders foreign tax credits or deductions, tax-exempt shareholders and those who invest in the Fund through tax-advantaged accounts (including those who invest

through individual retirement accounts or other tax-advantaged retirement plans) will not benefit from any such tax credit or deduction. Shareholders generally are not expected to be entitled to claim a credit or deduction with respect to foreign taxes incurred by the Fund. This will decrease the Fund’s yield on securities subject to such taxes.

Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). A tax-exempt shareholder may also recognize UBTI if the Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

In addition, special tax consequences apply to CRTs that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, if a CRT, as defined in Section 664 of the Code, realizes any UBTI for a taxable year, a 100% excise tax is imposed on such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a RIC that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a RIC that recognizes “excess inclusion income,” then the RIC will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. CRTs and other tax-exempt shareholders are urged to consult their tax advisors concerning the consequences of investing in the Fund.

Distributions by the Fund to shareholders that are not “United States persons” within the meaning of the Code (“foreign shareholders”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, (3) interest-related dividends, each as defined and subject to certain conditions described below, or (4) exempt-interest dividends generally are not subject to withholding of U.S. federal income tax (except that exempt-interest dividends may be subject to backup withholding).

In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders. The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. If the Fund invests in a RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial owner is not a United States person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign

The Fund is permitted to report such part of its dividends as interest-related or short-term capital gain dividends as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign shareholders should contact their intermediaries regarding the application of withholding rules to their accounts.

Distributions by the Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, interest-related dividends, and exempt-interest dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund unless (i) such gain is effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, (ii) in the case of a foreign shareholder that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described below).

Foreign shareholders with respect to whom income from the Fund is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.

Special rules would apply if the Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A RIC that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether the Fund is a QIE.

If an interest in the Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share repurchase by a greater-than-5% foreign shareholder or any foreign shareholder if shares of the Fund are not considered regularly traded on an established securities market, in which case such foreign shareholder generally would also be required to file a U.S. tax return and pay any additional taxes due in connection with the repurchase.

If the Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in repurchase of its shares) attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands, or (ii) gains realized by the Fund on the disposition of USRPIs would retain their character as gains realized from USRPIs in the hands of the Fund’s foreign shareholders, and would be subject to U.S.

withholding tax. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of the Fund.

The Fund generally does not expect that it will be a QIE. Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund. Foreign shareholders also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase of Fund shares.

In order for a foreign shareholder to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute form). Foreign shareholders should consult their tax advisors in this regard.

Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should consult their tax advisers about their particular situation.

A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above. A beneficial holder of shares who is a non-U.S. person may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal tax on income referred to above.

The Fund is generally required to withhold and remit to the U.S. Treasury a percentage of taxable distributions and proceeds of share repurchases, if any, paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding rules may also apply to distributions that are properly reported as exempt-interest dividends. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Under U.S. Treasury regulations, if a shareholder recognizes a loss of at least $2 million in any single taxable year or $4 million in any combination of taxable years for an individual shareholder or $10 million in any single taxable year or $20 million in any combination of taxable years for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, “FATCA”) generally require the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”) between the United States and a foreign government. If a shareholder fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that

shareholder on ordinary dividends. The IRS and the U.S. Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share repurchases or Capital Gain Dividends the Fund pays. If a payment by the Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (e.g., short-term capital gain dividends and interest-related dividends).

Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of the Fund could be required to report annually their “financial interest” in the Fund’s foreign financial accounts, if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax advisor, and persons investing in the Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.

Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of the Fund as an investment through such plans and the precise effect of an investment on their particular tax situation.

The financial statements and financial highlights of the Fund are contained in the Fund’s Annual Report for the fiscal year ended October 31, 2025 (as filed [ ]) (File No. 811-04975). The Fund’s financial statements and financial highlights are incorporated by reference into this SAI and have been so incorporated in reliance upon the reports of E&Y, independent registered public accounting firm for the Fund. The report from the Fund’s independent auditor is included in the Fund’s Annual Report.

In addition, the unaudited financial statements and financial highlights for the Fund, contained in the Fund’s Semi-Annual Report for the period ended April 30, 2025 (File No. 811-04975), are incorporated herein by reference.

A Registration Statement on Form N-14, including amendments thereto, relating to the common shares of the Fund has been filed by the Fund with the SEC. The Joint Proxy Statement/Prospectus and this SAI do not contain all of the information set forth in the Registration Statement, including any exhibits and schedules thereto. For further information with respect to the Fund and the common shares, reference is made to the Fund’s Registration Statement. Statements contained in the Joint Proxy Statement/Prospectus and this SAI as to the contents of any contract or other document referred to herein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies of the Registration Statement may be inspected without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.

Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) requires the Advisers to vote proxies in a manner consistent with clients’ best interest and must not place its interests above those of its clients when doing so. It requires the Advisers to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the Advisers vote proxies in the best interest of the clients, and (ii) to disclose to the clients how they may obtain information on how the Advisers voted proxies. In addition, Rule 204-2 requires the Advisers to keep records of proxy voting and client requests for information. As of August 31, of each year, investment managers that are required to file reports under Section 13(f) are required to report their proxy voting records on Form N-PX for the twelve-month period ended June 30, with respect to certain shareholder advisory votes on executive compensation (those required by Section 14A of the Exchange Act). As registered investment advisers, the Advisers have an obligation to vote proxies with respect to securities held in its client portfolios in the best interests of the clients for which it has proxy voting authority.

The Advisers are committed to exercising responsible ownership with a conviction that companies adopting best practices in corporate governance will be more successful in their core activities and deliver enhanced returns to shareholders.

The Advisers have adopted a proxy voting policy. The proxy voting policy is designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients.

Resolutions are analysed by a member of our regional investment teams or our Active Ownership Team and votes instructed following consideration of our policies, our views of the company and our investment insights. To enhance our analysis, we will often engage with a company prior to voting to understand additional context and explanations, particularly where there is a deviation from what we believe to be best practice.

Where contentious issues arise in relation to motions put before a shareholders’ meeting, Advisers will usually contact the management of the company to exchange views and give management the opportunity to articulate its position. The long-term nature of the relationships that we develop with investee company boards should enable us to deal with any concerns that we may have over strategy, the management of risk or governance practices directly with the chairman or senior independent director. In circumstances where this approach is unsuccessful, Advisers are prepared to escalate their intervention by expressing their concerns through the company’s advisers, through interaction with other shareholders or attending and speaking at General Meetings.

In managing third party money on behalf of clients, there are a limited number of situations where potential conflicts of interest could arise in the context of proxy voting. One case is where funds are invested in companies that are either clients or related parties of clients. Another case is where one fund managed by Aberdeen Investments invests in other funds managed by Aberdeen Investments.

For cases involving potential conflicts of interest, Advisers have implemented procedures to ensure the appropriate handling of proxy voting decisions. The guiding principle of the Advisers’ conflicts of interest policy is simple – to exercise our right to vote in the best interests of the clients on whose behalf we are managing funds.

We employ ISS as a service provider to facilitate electronic voting. We require ISS to provide recommendations based on our own set of parameters to tailored Aberdeen’s assessment and approach but remain conscious that all voting decisions, where we have been given voting authority, are our own on behalf of our clients. We consider ISS’s recommendations and those based on our custom parameters as input to our voting decisions. We make use of the ISS standard research and recommendations and those based on our own custom policy as input to our voting decisions. Where our analysts make a voting decision that is different from the recommendations based on our custom policy

In order to make proxy voting decisions, an Aberdeen Investments analyst will assess the resolutions at general meetings of companies held in our active investment portfolios. This analysis will be based on our knowledge of the company, but will also make use of the custom and standard recommendations provided by ISS as described above. The product of this analysis will be a final voting decision instructed through ISS and applied to all funds for which Aberdeen have been appointed to vote. For funds managed by a sub-adviser, we may delegate to the sub-adviser the authority to vote proxies; however, the sub-adviser will be required to either follow our policies and procedures or to demonstrate that their policies and procedures are consistent with ours, or otherwise implemented in the best interest of clients.

There may be certain circumstances where Aberdeen may take a more limited role in voting proxies. We will not vote proxies for client accounts in which the client contract specifies that Aberdeen will not vote. We may abstain from voting a client proxy if the voting is uneconomic or otherwise not in clients’ best interests. For companies held only in passively managed portfolios the Aberdeen custom recommendations provided by ISS will be used to automatically apply our voting approach; we have scope to intervene to test that this delivers appropriate results and will on occasions opt to instruct a vote differently from custom recommendations if we consider this to be in clients’ best interests. If voting securities are part of a securities lending program, we may be unable to vote while the securities are on loan. However, we have the ability to recall shares on loan or to restrict lending when required, in order to ensure all shares have voted. In addition, certain jurisdictions may impose share-blocking restrictions at various times which may prevent Aberdeen from exercising our voting authority.

We recognize that there may be situations in which we vote at a company meeting where we encounter a conflict of interest. Such situations include:

In order to manage such conflicts of interests, we have established procedures to escalate decision-making so as to ensure that our voting decisions are based on our clients’ best interests and are not impacted by any conflict.

The implementation of this policy, along with conflicts of interest, will be reviewed periodically by the Active Ownership team. Aberdeen Investments’ Listed Company Investment Principles and Voting Policies are published on our website.

To the extent that an Adviser may rely on sub-advisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Adviser may delegate responsibility for voting proxies to the sub-adviser. However, such sub-advisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Adviser’s clients. Clients that have not granted Aberdeen voting authority over securities held in their accounts will receive their proxies in accordance with the arrangements they have made with their service providers.

As disclosed in Part 2A of each Adviser’s Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Adviser. Unless specifically requested by a client in writing, and other than as required for the Funds, the Advisers do not generally disclose client-specific proxy votes to third parties.

Our proxy voting records are available per request and on the SEC’s website at SEC.gov.

On occasions when it is deemed to be a fiduciary for an ERISA client’s assets, Aberdeen will vote the Plan assets in accordance with Aberdeen Investments’ Listed Company Investment Principles and Voting Policies and in line with DOL guidance.

Aberdeen Investments is a global specialist asset manager. We are dedicated to helping investors achieve their financial goals in a changing world by combining our specialist knowledge, global presence in more than 25 locations and investing for the long-term.

Active Ownership and sustainable investment considerations are critical components of our investment process, our investment activity, our client journey and our corporate influence.

Through engagement with the companies in which we invest, and by exercising votes on behalf of our clients, we seek to improve the financial resilience and performance of our clients’ investments. Where we believe change is needed, we endeavour to catalyse this through our stewardship capabilities

As global investors, we are particularly aware that sustainable investment structures and frameworks vary across regions. Furthermore, what we expect of the companies in which we invest varies between different stages of business development and the underlying history and nature of the company in question. We seek to understand each company’s individual circumstances and so evaluate how it can best be governed and overseen. As such, we strive to apply the principles and policies set out on these pages in response to the needs of that individual company at that particular time. Our heritage as a predominantly active fund manager helps drive this bespoke approach to understanding good governance and risk management.

We have a clear perception of what we consider to be best practice globally – as set out in this document. However we will reflect the nature of the business, our close understanding of individual companies and regional considerations, where appropriate, in our approach to applying these policies, which are not exhaustive.

The principles and voting policies noted herein reflect our current position. We are monitoring and have contributed to the many reform agendas and consultations in the governance arena, particularly in the UK, on areas such as market competitiveness, listing rules, the approval of corporate transactions and greater flexibility in remuneration practices, including wider use of restricted stock. We are actively involved in these discussions, both as a corporate issuer and an investor, and our position will evolve as rules, guidance and practice develops.

This document has received approval from Aberdeen’s Chief Investment Officer (CIO) and the Chief Sustainable Investment Officer – Investments (CSIO) following consultation with various internal stakeholders.

We seek to integrate and appraise environmental, social and governance factors in our investment process. Our aim is to generate the best long-term outcomes for our clients, proportionate to the risk preference they have accepted, and we will actively take steps as stewards and owners to protect and enhance the value of our clients’ assets.

Stewardship is a reflection of this bespoke approach to good governance and risk management. We seek to understand each company’s specific approach to governance, how value is created through business success and how investors’ interests are protected through the management of risks that materially impact business success. This requires us to play our part in the governance process by being active stewards of companies, involved in dialogue with management and non-executive directors where appropriate, understanding the material risks and opportunities – including those relating to environmental and social factors and helping to shape the future success of the business.

Aberdeen is committed to exercising responsible ownership with a conviction that companies seeking to upgrade their practices in corporate governance and risk management will be more successful in their core activities and deliver enhanced long-term returns to shareholders. As owners of companies, the process of stewardship is a natural part of our investment approach as we seek to benefit from their long-term success on our clients’ behalf.

It is a central tenet of our active investment approach that we strive to meet with the management and directors of our investee companies on a regular basis. We will concentrate that engagement on investee companies undergoing transformation or facing exceptional challenges or opportunities. The discussions we have cover a wide range of topics, including: strategic, operational, and ESG issues and consider the long-term drivers of value.

Engagement with companies on environmental, social and governance risks and opportunities is a fundamental part of our investment process. It is a process through which we can discuss how a company identifies, prioritises and mitigates its key risks and optimises outcomes from its most significant opportunities. As such, we regard engagement as:

Proxy voting is an integral part of our active stewardship approach and we exercise voting rights in a manner in line with our clients’ best interests. We seek to ensure that voting reflects our understanding of the companies in which we invest on behalf of our clients. We believe that voting is a vital mechanism for holding boards and management teams to account, and is an important tool for escalation and shareholder action.

This document includes our process and overarching policy guidelines which we apply when voting at general meetings. These policies are not exhaustive and we evaluate our voting on a case by case basis. As a global investment firm we recognise the practical necessity of adopting a regional approach, taking into account differing and developing market practices. Where a policy is specific to one region this is denoted.

We endeavour to engage with companies regarding our voting decisions to maintain a dialogue on matters of concern.

In line with our active ownership approach, we review the majority of general meeting agendas convened by companies which are held in our active equity portfolios. Analysis is undertaken by a member of our regional investment teams or our Active Ownership team and votes instructed following consideration of our policies, our views of the company and our investment insights. To enhance our analysis we may engage with a company prior to voting to understand additional context and explanations, particularly where there is deviation from what we believe to be best practice.

To supplement our own analysis we may also make use of the benchmark research and recommendations provided by

ISS, a provider of proxy voting services. In the UK we also make use of the Investment Association’s (IA) Institutional Voting Information Service. We have implemented regional voting policy guidelines with ISS which they apply to all meetings in order to produce customised vote recommendations. These custom recommendations help identify resolutions which deviate from our expectations. They are also used to determine votes where a company is held only in passive funds. Within our custom policies, however, we do specify numerous resolutions which should be referred to us for active review. For example we will review any resolution at company meetings we have identified as covering environmental and social factors.

While it is most common for us to vote in line with a board’s voting recommendation we will vote our clients’ shares against resolutions which we believe are not consistent with their best interests. We may also vote against resolutions which conflict with domestic governance guidelines, such as those issued by the IA in the UK. Although we seek to vote either in favour or against a resolution we do make use of an abstain vote where this is considered appropriate. For example we may use an abstention to acknowledge some improvement, but as a means to reserve our position in expectation that further improvement is needed before we can vote in favour. Where we vote against a resolution we endeavour to inform companies of our rationale.

In exceptional circumstances we may attend and speak at a shareholder meeting to reinforce our views to the company’s board.

We endeavour to vote all shares for which we have voting authority. We may not vote when there are obstacles to do so, for example those impacting liquidity, such as share-blocking, or where there is a significant conflict of interest. We use the voting platform of ISS to instruct our votes.

We invest in companies that will create the best outcome for our clients in line with their investment mandates. Companies must be clear about the drivers of their business success and their strategy for maintaining and enhancing it. Investment is a forward-looking process; we seek to understand the opportunity for a business and its scope for future value-creation over the long term. In order to do this, we need clarity on past business delivery and its drivers, and on the effective track record of management; we require honest and open reporting to build confidence in that track record. We seek confidence that companies and their management can maintain their competitive positioning and operational performance and subsequently enhance returns for investors. A clear strategy and clarity about the drivers of operational success provides the lens through which we will consider most corporate issues, not least assessing performance and risk management.

We believe effective board governance promotes the long-term success and value creation of the company. The board should be responsible for establishing the company’s purpose and strategy, overseeing management in their implementation of strategy and performance against objectives. The board should ensure a strong framework of control and risk oversight, including material sustainable investment risks. The board should assess and monitor culture and be engaged with the workforce, shareholders and wider society.

Effective decision making requires a mix of skills around the table and constructive debate between diverse and different-minded individuals. A range of skills, experience and perspectives should be drawn together on the board. These include industry knowledge, experience from other sectors and relevant geographical knowledge. Independence of thought plays a crucial role in the ability of a board to generate the debate and discussion that will challenge management, help enhance business performance and improve decision-making. Board assessments will help the board ensure it has the necessary mix of skills, diversity and quality of individuals to address the risks and opportunities the company faces. Unitary boards should comprise an appropriate combination of executive and non-executive directors such that no group of individuals dominates decision-making. We expect the size of the board to reflect the size, nature and complexity of the business. We also expect regular internal and external board evaluations

Running businesses effectively for the long term requires effective collaboration and cooperation, with no individual or small group having unfettered powers. Nor should any individual or small group have dominant influence over the way a business is run or over major decisions about its operations or future. There should be a division of responsibility between board leadership and executive leadership of the business. We believe that there should be a division of roles at the top of the organisation, typically between a Chief Executive Officer (CEO) and an independent Chair.

Companies should be led and overseen by genuinely independent boards. When looking at board composition we generally expect to see a majority of independent directors, with boards identifying their independence classifications in the Annual Report. It is preferable to see an identified Senior Independent Director on the board, who will lead the appraisal of and succession planning for the Chair. We expect SIDs to meet with investors and be a point of contact for escalating concerns if required.

In assessing a director’s independence we will have due regard for whether a director:

Regular refreshment of the non-executive portion of a board helps draw in fresh perspectives, not least in the context of changes to business and emerging opportunities and risks. It also helps limit the danger of group-think. Thoughtful and proactive succession planning is therefore needed for board continuity, to ensure that a board is populated by individuals with an appropriate mix of skills, experience and perspective. We expect the board to implement a formal process for the recruitment and appointment of new directors, and to provide transparency of this in the Annual Report.

seen no refreshment in 3 years (2 in UK), we will generally vote against their re-election. If a director has served for over 15 years we will generally vote against their re-election. We will, however, consider the impact on board continuity and the company’s succession planning efforts prior to doing so. We may also not apply the tenure limit to directors who are founders or shareholder representatives where we believe this is appropriate.

We believe diversity, equity and inclusion (DEI) policies can help ensure that the best people are appointed to each role in the company, with the combination of skills and experience judged most likely to contribute to long- term value creation. Companies that make progress in DEI can be better positioned for long-term sustainability and outperformance. We believe diversity of thought, paired with a culture of inclusion, can help companies to tackle increasingly complex challenges and markets. We take into consideration whether boards report on how they promote DEI throughout the business. We recognise the necessity of adopting a regional approach to DEI, allowing us to account for variation in the needs and requirements of the company based on geography. We have for several years, actively encouraged progress in gender diversity at all levels, and have expanded our scope in relation to diversity, equity and inclusion across geographies. In respect of ethnic diversity, this is coming increasingly into focus as we encourage boards to progress in ensuring that their composition reflects their employee and customer bases.

Our regional specific policies are below. In determining our votes we will take account of mitigating factors, such as the sudden departure of a female board member. We will also consider the trajectory of diversity at the company and any assurance that diversity shortfalls will soon be addressed.

Individual directors need sufficient time to carry out their role effectively and therefore we seek to ensure that all directors maintain an appropriate level of overall commitments such that allows them to be properly diligent.

Boards should establish committees, populated by independent and appropriately skilled non-executive directors, to oversee (as a minimum) the nomination, audit and remuneration processes. It may also be appropriate for additional

committees to be established, such as a risk or sustainability committee. These committees should report openly on an annual basis about their activities and key decisions taken.

We will consider voting against committee members if we have concerns regarding the composition of a committee in relation to independence or skills.

This committee has responsibility for leading the process for orderly non-executive and senior management succession planning and recruitment, and for overseeing the composition of the board including skillset, experience and diversity. We expect the committee to be comprised of a majority of independent directors with an independent Chair.

This committee has responsibility for monitoring the integrity of the financial statements, reviewing the company’s internal financial controls and risk management systems, reviewing the effectiveness of the company’s internal audit function and appointing and overseeing the quality of the work done by external auditors. We prefer the committee to be wholly independent, and expect this at UK and US companies in view of general market practice and board composition. In other regions, as a minimum, we expect the committee to be comprised of a majority of independent directors with an independent Chair. Furthermore we expect at least one member of the committee to have recent and relevant financial experience.

This committee is responsible for determining the policy and setting remuneration levels for executive and non-executive directors. The committee should ensure that directors’ remuneration is aligned with strategy and company performance. Remuneration policy should be cognisant of the company’s licence to operate and the potential overall level of remuneration. We expect remuneration committees to be robust in their approach to developing and implementing remuneration policies, with formal and transparent procedures for developing policies and for determining remuneration packages. Remuneration committees should be comprised of a majority of independent directors with an independent Chair and we expect members to have appropriate experience and knowledge of the business and remuneration practices in the jurisdiction in which they operate. No executive should be involved in setting their own remuneration..

We expect to be able to hold boards to account through engagement and regular director re-elections and directors should feel that they are accountable to investors. We encourage individual, rather than bundled, director elections. While our preference is for directors to be subject to re- election annually, we expect re-elections to take place at least every three years. Lengthier board mandates, while not uncommon in some markets, risk divorcing directors from an appropriate sense of accountability. Directors and management should make themselves available for discussions with major shareholders as we expect to have open dialogue to share our perspectives and gain confidence that the

individuals are carrying out their roles with appropriate vigour and diligence. A further important element of director accountability to shareholders is that investors should have the right, both formal and informal, to propose and promote individual directors to be considered for election to the board by all shareholders.

A company’s board should present a fair, balanced and understandable assessment of the company’s position and prospects – financial and non- financial – and of how it has fulfilled its responsibilities. We support the principle of full disclosure of relevant and useful information, subject to issues of commercial confidentiality and prejudice. Boilerplate disclosure should be avoided. We encourage companies to consider using the appropriate globally developed standards and would particularly encourage the use of those created by the Taskforce for Climate related Financial Disclosures (TCFD), the International Integrated Reporting Council (IIRC), the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI).

Audited reporting and financial numbers should be published ahead of any relevant shareholder meetings. We continue to monitor the evolving reporting landscape and consider new reporting developments as they emerge, either voluntary or regulatory.

Companies should be consistent in their public statements and not undermine these in private commentary to market participants or to politicians and regulators. We welcome transparency from companies about their lobbying activities and believe that good companies have nothing to hide in this respect. Similarly we encourage transparency of any political donations that companies deem appropriate – and we expect a clear explanation of why such donations are an appropriate use of corporate funds.

The board is responsible for determining the company’s risk appetite, establishing procedures to manage risk and for monitoring the company’s internal controls. We expect boards to conduct robust assessments of the company’s material risks and report to shareholders on risks, controls and effectiveness. The introduction of widely accepted global accounting standards has led to much greater investor confidence in the accounts produced by companies around the world. It has also assisted in creating consistency of reporting across companies, enabling fairer comparisons between different operating businesses. We therefore encourage companies seeking international investment to report under International Financial Reporting Standards (IFRS) or US GAAP. As a firm Aberdeen supports the continued development of high quality global accounting standards.

An independent audit, delivered by a respected audit firm, is a required element for investor confidence in reporting by companies. We strongly favour meaningful, transparent and informative auditor reports, giving us additional

insights into the audit process and accounting outcomes. Audit fees must be sufficient to pay for an appropriately in-depth assurance process. We would be concerned if a company sought to make unjustified savings in this respect as the cost in terms of damage to audit effectiveness and confidence in the company’s accounts would be much more substantial.

The independence of the auditor and the standard of their work, particularly in challenging management, should be subject to regular assessment that is appropriately disclosed. Even when individuals carrying out the audit are refreshed, we believe that the independence of the audit firm erodes over time and we will encourage a tender process and change of audit firm where an engagement has lasted for an extended period. In order to demonstrate the level of independence, companies should not have the same audit firm in place for more than 20 years.

The relationship with the auditor should be mediated through the Audit Committee. Where we are significant shareholders, we expect to be consulted on plans to tender and replace auditors.

Executive Remuneration policies and the overall levels of pay should be aligned with strategy, attracting and retaining talent and incentivising the decisions and behaviours needed to create long-term value. The component parts of remuneration should be structured so as to link rewards to corporate and individual performance and they should be considered in the context of the remuneration policies when taken as a whole. We recognise the benefits of simplicity in forming the policy, which should clearly link outcomes and expectations for those receiving the remuneration, as well as external stakeholders. The structure should be transparent and understandable.

A company’s annual report should contain an informative statement of remuneration policy which communicates clearly to stakeholders how it has developed and evolved. This should include details of any stress testing that may have been undertaken to understand the policy outcomes for different business scenarios. The Remuneration Committee should provide a clear description of the application of policy and the outcomes achieved.

Executive Directors’ base salary should be set at a level appropriate for the role and responsibility of the executive. We discourage increases which are driven solely by peer benchmarking, and expect increases to be aligned with the wider workforce. Consideration should also be given to the knock-on impact to variable remuneration potential. Pension arrangements and benefits should be clearly disclosed. We generally expect pension structures to be aligned with the wider workforce.

A company should structure variable, performance-related pay to incentivise and reward management in a manner that is aligned with the company’s sustainable performance and risk appetite over the long term.

We expect all variable pay to be capped, preferably as a multiple of base salary. In the UK we expect variable pay to be capped as a multiple of base salary. In other markets, if variable pay is capped at a number of shares, we expect the value of grants to be kept under review annually to ensure the value remains appropriate and is not excessive.

Performance metrics used to determine variable pay should be clearly disclosed and aligned with the company’s strategy. A significant portion of performance metrics should seek to measure significant improvements in, or resilience with regard to, the underlying financial performance of the company. We also encourage the inclusion of non-financial metrics linked to targets which are aligned with the company’s progress inter alia on its sustainability strategy. Where possible we expect these targets to be quantifiable and disclosed.

Variable pay arrangements should over the long term incentivise participants to achieve above-average performance through the use of challenging targets. We encourage sliding-scale performance measures and expect performance target ranges to be disclosed to enable shareholders to assess the level of challenge and pay for performance alignment.

We expect annual bonus targets to be disclosed retrospectively and encourage the disclosure of long term incentive (LTI) targets at the beginning of the performance period, but at minimum we expect retrospective disclosure. Where bonus or LTI targets are not disclosed due to commercial sensitivity we expect an explanation of why the targets continue to be considered sensitive retrospectively and expect some detail regarding the level of achievement vs target.

Where a share price metric is being used, we expect this to be underpinned by a challenging measure of underlying performance.

We encourage settlement of a portion of the annual bonus in shares which are deferred for at least one year. We expect settlement of long term incentives to be in shares, with rationale provided for any awards settled in cash. Long term incentives should have a performance period of no less than three years. In the UK we expect a further holding period of two years to be applied, and we encourage this in other markets.

We do not generally support value creation plans. We will consider supporting the use of restricted share plans (RSP) in the UK which have been structured consistent with the guidelines of the Investment Association. We will consider restricted share plans either individually or as part of a hybrid scheme. Any restricted share scheme would be expected to be issued at a significant quantum discount to conventional LTIP plans. The board would be expected to justify why the introduction of these plans is in the best interest of shareholders. We expect appropriate malus and clawback provisions to be applied to variable remuneration plans.

We expect shareholding guidelines to be adopted for executive directors and encourage the adoption of post-departure shareholding guidelines.

We expect details of any use of discretion to be disclosed and its use should be justifiable, appropriate and clearly explained. We would expect policies to be sufficiently robust so that discretion is only necessary in exceptional circumstances. We do not generally support exceptional awards, and are particularly sensitive to such awards being granted to reward a corporate transaction.

We expect executive service contracts to provide for a maximum notice period of 12 months. We will consider local best practice provisions related to severance arrangements when voting.

Non-executive fees should reflect the role’s level of responsibility and time commitment. We do not support NED’s participation in option or performance-related arrangements. However we do support the payment of fees in shares, particularly where conservation of cash is an issue.

In the UK our expectations of companies are aligned with the Investment Association’s Principles of Remuneration.

Where significant changes to remuneration arrangements are being considered, we would expect remuneration committees to consult with their largest shareholders prior to finalising any changes. Where any increase to variable remuneration is proposed, we would expect this to be accompanied by a demonstrable increase in the stretch of the targets. Furthermore we expect any increases to remuneration to be subject to shareholder approval.

In response to the issues arising from the cost of living crisis being experienced by many people in the UK, we expect companies to focus additional capacity towards those members of the workforce who need it most. We expect Remuneration Committees to take into account factors arising from the cost of living crisis when deliberating over executive pay outcomes. We would be concerned by reputational issues arising from decisions made in these unusual circumstances and may make this a factor in our voting decisions at relevant AGMs.

In line with the expectations set out above we will generally vote against the appropriate resolution(s) where:

The interests of minority shareholders must be protected and any major, or majority, investor should not enjoy preferential treatment. The structure of ownership or control should minimise the potential for abuse of public shareholders.

Companies should not make significant changes to their structure or nature without being fully transparent to their investors. Shareholders should have the opportunity to vote on significant corporate activity, such as mergers and acquisitions. Where a transaction is with a related party, only independent shareholders should have a vote. Even in markets where no vote is given to shareholders in these circumstances, investors need transparent disclosure of the reasons for any such major change. Companies should expect that shareholders may want to discuss and debate proposed developments

Diversification beyond the core skills of the business needs to be justified as it is more often than not a distraction from operational performance. All major deals need to be clearly explained and justified in the context of the pre-existing strategy and be subject to shareholder approval.

We will generally support the payment of dividends but will scrutinise the proposed level where it appears excessive given the company’s financial position.

We will consider capital raises which are proposed for a specific purpose on a case by case basis but recognise that it can be beneficial for companies to have some general flexibility to issue shares to raise capital. However we expect issuances to be limited to the needs of the business and companies should not issue significant portions of shares unless offering these on a pro-rata basis to existing shareholders to protect against inappropriate dilution of investments.

When considering our votes we will, however, take account of the company’s circumstances and any further detail regarding proposed capital issuance authorities prior to voting.

Following changes to the UK’s Pre-Emption Group Guidelines in November 2022, which reflect an increase on previous limits, we will hold the Chair of the company accountable for any perceived misuse of the increased flexibility through a vote against their re-election.

We recognise that share buybacks can be a flexible means of returning cash to shareholders.

The nature of relations – particularly any related party transactions (RPTs) – with parent or related companies, or other major investors, must be disclosed fully. Related party transactions must be agreed on arm’s length terms and be made fully transparent. Where they are material, they should be subject to the approval of independent shareholders.

While it is standard to see proposals from companies to amend their articles of association or bylaws, we will review these on a case by case basis. When doing so we expect full transparency of the proposed changes to be disclosed.

There should be no artificial structures put in place to entrench management and protect companies from takeover. The best defence from hostile takeover is strong operational delivery.

We are supporters of the principle of ‘one share, one vote’ and therefore favour equal voting rights for all shareholders. Where multiple voting rights are implemented at the point of listing, we expect an appropriate sunset clause to apply (ideally with a maximum of 7 years, in line with common market practice).

Shareholder meetings provide an important opportunity to hold boards to account not only through voting on the proposed resolutions but also by enabling investors the opportunity to raise questions, express views and emphasise concerns to the entire board. We may make a statement at a company’s AGM as a means of escalation to reinforce our views to a company’s board.

We welcome the opportunity to attend meetings virtually, being of the view that this can increase participation given

obstacles such as location or meeting concentration. However we are not supportive of companies adopting virtual-only meetings as we believe this format reduces accountability. Our preference is for a hybrid meeting format to balance the flexibility of remote attendance with the accountability of an in-person meeting.

As part of strategic planning, boards need to have oversight of, and clearly articulate, the key opportunities and risks affecting the sustainability of the business model. This includes having a process for, and transparent disclosure of, potential and emerging opportunities and risks and the actions being taken to address them.

The effective management of risks extends to long-term issues that are hard to measure and whose timeframe is uncertain and will include the management of environmental and social issues. We use the UN Global Compact’s four areas of focus in assessing how companies are performing in this area.

Specifically we expect companies to be able to demonstrate how they manage their exposures under the following headings.

It is generally accepted that companies are responsible for the effects of their operations and products on the environment. The steps they take to assess and reduce those impacts can lead to cost savings and reduce potential reputational damage. Companies are held responsible for their impact on the climate and they face increased regulation from world governments on activities that contribute to climate change.

Where we have serious concerns regarding a board’s actions, or inaction, in relation to the environment we will consider taking voting action on an appropriate resolution.

We will use the indicators within the Carbon Disclosure Project to identify companies which are not fulfilling their climate commitments. Where appropriate we will take voting action to encourage better practice among companies which we deem to be laggards.

Companies that respect internationally recognised labour rights and provide safe and healthy working environments for employees are likely to reap the benefits. This approach is likely to foster a more committed and productive workforce, and help reduce damage to reputation and a company’s license to operate. We expect companies to comply with all employment laws and regulations and adopt practices in line with the International Labour Organization’s core labour standards as a minimum.

Where we have serious concerns regarding a board’s actions, or inaction, in relation to labour and employment we will consider taking voting action on an appropriate resolution.

We recognise the impact that human-rights issues can have on our investments and the role we can play in stimulating progress. We draw upon a number of international, legal and voluntary agreements for guidance on human-rights responsibilities and compliance. Our primary sources are the International Bill of Rights and the core conventions of the International Labour Organisation (ILO), which form the list of internationally agreed human rights, and the UN Guiding Principles on Business and Human Rights (UNGPs), which clarifies the roles of states and businesses. We encourage companies to use the UNGPs Reporting Framework and encourage disclosure in line with this guidance.

Where we have serious concerns regarding a board’s actions, or inaction, in relation to human rights we will consider taking voting action on an appropriate resolution.

As institutions of wealth and influence, companies have a significant impact on the prosperity of their local communities and the wider world. Having a robust code of ethics and ensuring professional conduct mean companies operate more effectively, particularly when it comes to ethical principles governing decision- making. A company’s failure to conform to internationally recognised standards of business ethics on matters such as bribery and corruption, can increase its risk of facing investigation, litigation and fines. This could undermine its license to operate, and affect its reputation and image.

Where we have serious concerns regarding a board’s actions, or inaction, related to business ethics we will consider taking voting action on an appropriate resolution.

We will review any resolution at company meetings we have identified as covering environmental and social factors. The following will detail our overarching approach and expectations.

Our approach to vote analysis is consistent across active and quantitative investment strategies Review the resolution,

proponent and board statements, existing disclosures, and external research. Engage with the company, proponents, and other stakeholders as required.

Involve thematic experts, investment analysts and other specialists, as needed, in our in decision-making to harness a wide range of expertise and address material factors in our analysis.

Ensure consistency by using our own in-house guidance to frame case-by-case analysis.

Given the nature of the topics covered by these resolutions we do not apply binary voting policies. We adopt a nuanced approach to our voting research and outcomes and will consider the specific circumstances of the company concerned. Our objective is to determine the best outcome for the company in the context of the best outcome for our clients. There may be instances where we welcome the spirit of a resolution, but other factors preclude our support for the proposal. For example, where the wording is overly prescriptive or ambiguous, when suggested implementation is overly burdensome or where the proposal strays too close to the board’s responsibility for setting the company’s strategy.

We are supportive of the steps being taken by companies to provide transparent, detailed reporting of their sustainability strategies and targets. While shareholder proposals on environmental and social topics have been common on AGM agendas for several years, an increasing number of companies are presenting management proposals, such as so called ’say on climate’ votes, for shareholder approval. While we welcome the intention of accountability behind these votes, we have reservations about the potential for them to limit the scope for subsequent investor challenge, increase a company’s exposure to litigation, and diminish the direct responsibility and accountability of the board and individual directors. We believe it is the role of the board and the executive to develop and apply strategy, including sustainability strategies, and we will continue to use existing voting items to hold boards to account on the implementation of these strategies. As active investors we also regularly engage with investee companies on sustainability topics and find this dialogue to be the best opportunity to provide feedback.

We will review the appropriateness of ’say on climate’ votes and consider if other voting mechanisms should be applied to ensure both boards and executives apply appropriate rigour to the oversight and delivery of a company’s climate approach.

The vast majority of resolutions focused on environmental and social issues are filed by shareholders. The following provides an overview of some of the factors we consider when assessing the most prevalent themes for shareholder proposals.

We do not evaluate a company’s climate strategy in isolation. Our approach recognises the links between corporate governance, strategy and climate approach. Where a company’s operational response to climate change has significant shortcomings, the effectiveness of board oversight and corporate governance may also be called into question.

We use a range of mechanisms to evaluate whether companies appear to be fulfilling their climate commitments. Through engagement and voting we seek to work with companies, in the context of their local market and sector, to encourage robust methodologies underpinned by targets and, where required, improved reporting and disclosure in alignment with the TCFD framework. We also encourage companies to carefully manage climate-related lobbying. Ensuring appropriate oversight and disclosure of direct and indirect lobbying activities can help companies reduce the risk of misalignment with corporate strategy.

The Taskforce on Nature-related Financial Disclosure (TNFD) was established to develop and deliver a risk management and disclosure framework. While it is not currently mandatory, the TNFD framework is likely to become the default standard for disclosure of naturebased risks. Aberdeen is supportive of TNFD and will generally support

proposals asking for companies to report in line with it, taking into consideration best practice for the local market and sector. In addition, we encourage companies to consider their disclosure and reporting on natural capital as we believe better disclosure can support our analysis of financially material nature-related risks and opportunities.

For investors, the risks and opportunities associated with the use of natural capital (the world’s natural resources, which underpin our economy and society) are becoming increasingly financially material. However, company reporting on these issues, and how they are managed, has historically been poor and difficult to compare.

We have seen an increase in resolutions concerning biodiversity and nature in recent years. The focus of these resolutions has varied; however, the main themes are evaluation of scenarios for plastic demand and associated financial implications, waste and the circular economy, and increased disclosure of environmental policies.

As Artificial Intelligence (AI) technologies quickly evolve, Aberdeen’s objective is to work with the companies in which we invest to encourage a future where AI delivers sustainable benefits for shareholders and other stakeholders. Heightened investor scrutiny of AI practices has become evident in shareholder resolutions filed at the annual meetings of companies - from technology giants to entertainment businesses.

Resolutions typically request a report on the use of AI and any ethical guidelines adopted by companies, enhanced disclosure regarding board oversight, or further information about the mitigation of AI-generated misinformation. Our voting approach builds upon the principles that we believe will support positive and sustainable outcomes for our investee companies. We encourage companies to focus on implementing robust governance and oversight, clear ethical guidelines, appropriate due diligence, and sufficient transparency. Where AI is likely to have significant impact on operations and labour relations, we believe it is prudent for companies to demonstrate a responsible approach at the earliest opportunity. Collaborating with the workforce can enable companies to mitigate negative outcomes and avoid costly disruption to labour relations. As technology develops, we believe these issues will remain crucial to the responsible development and use of AI.

Aberdeen believes that poor oversight of human rights can have a material impact on long-term value creation and cause avoidable harm. Resolutions concerning human rights are filed with companies operating in a broad range of sectors and focus on operations and supply chains in regions with a poor record of protecting human rights.

As a supporter of the UN Guiding Principles on Business and Human Rights, we expect companies to demonstrate how human rights due diligence is conducted across operations, services, product use and the supply chain. Companies can have a significant impact on human rights directly through operations and provision of services, and indirectly through product use and the supply chain. When analysing a company’s approach to human rights, we will assess its existing policies to decide if voting action would enhance its approach and benefit the company and shareholders. Where we believe sufficient disclosure and due diligence are already in place, we may vote against a proposal to avoid unnecessary and unduly burdensome reporting. We are usually not supportive of resolutions that seek to dictate where and to whom companies can sell products and services or other resolutions which may be considered unduly prescriptive.

Corporate lobbying and political contributions disclosure continues to be a recurrent theme of shareholder resolutions, particularly in the US. These proposals typically encompass direct lobbying undertaken by the company and indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Proposals may also request the disclosure of more information regarding the process and rationale for political contributions. We expect companies to make transparent, consolidated disclosures of direct and indirect lobbying and political expenditure. We have seen progress in this area and will carefully consider whether additional disclosure is in the interest of the company and its shareholders.

Diversity, Equity & Inclusion (DEI) is a major theme for shareholder resolutions. In recent years resolutions have focused on pay gap reporting, racial equity audits, disclosure of DEI metrics and assessments of the efficacy of DEI programmes.

We are generally supportive of shareholder proposals for disclosure of standardised DEI metrics and pay gap reporting. Such disclosures can support assessments of how companies are addressing opportunity and inclusion. We will, however, consider whether companies are allowed sufficient discretion to report on pay gaps in a way that adequately reflects the demographic and legal variations between jurisdictions.

A racial equity or civil rights audit is an independent analysis of a company’s business practices designed to identify aspects that may have a discriminatory effect. In applicable geographies, we tend to support racial equity and civil rights audits in relation to internal and external DEI programmes where there could be an elevated risk of discrimination. Resolutions should allow companies to carry out audits at a reasonable cost and within a reasonable timeframe. We carefully consider a company’s existing disclosure to ensure that proposals requesting these audits are not duplicative, prescriptive, or unduly onerous.

This document is strictly for information purposes only and should not be considered as an offer, investment recommendation, or solicitation, to deal in any of the investments or funds mentioned herein and does not constitute investment research. Aberdeen does not warrant the accuracy, adequacy or completeness of the information and materials contained in this document and expressly disclaims liability for errors or omissions in such information and materials.

Any research or analysis used in the preparation of this document has been procured by Aberdeen for its own use and may have been acted on for its own purpose. The results thus obtained are made available only coincidentally and the information is not guaranteed as to its accuracy. Some of the information in this document may contain projections or other forward looking statements regarding future events or future financial performance of countries, markets or companies. These statements are only predictions and actual events or results may differ materially. The reader must make their own assessment of the relevance, accuracy and adequacy of the information contained in this document and make such independent investigations, as they may consider necessary or appropriate for the purpose of such assessment. This material serves to provide general information and is not meant to be investment, legal or tax advice for any particular investor. No warranty whatsoever is given and no liability whatsoever is accepted for any loss arising whether directly or indirectly as a result of the reader, any person or group of persons acting on any information, opinion or estimate contained in this document. Aberdeen reserves the right to make changes and corrections to any information in this document at any time, without notice. This material is not to be reproduced in whole or in part without the prior written consent of Aberdeen .

Applying ESG and sustainability criteria in the investment process may result in the exclusion of securities within the universe of potential investments. The interpretation of ESG and sustainability criteria is subjective meaning that products may invest in companies which similar products do not (and thus perform differently) and which do not align with the personal views of any individual investor. Furthermore, the lack of common or harmonized definitions and labels regarding ESG and sustainability criteria may result in different approaches by managers when integrating ESG and sustainability criteria into investment decisions. This means that it may be difficult to compare strategies within ostensibly similar objectives and that these strategies will employ different security selection and exclusion criteria. Consequently, the performance profile of otherwise similar vehicles may deviate more substantially than might otherwise be expected. Additionally, in the absence of common or harmonized definitions and labels, a degree of subjectivity is required and this will mean that a product may invest in a security that another manager or an investor would not.

Aberdeen Group plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.

At MFS Investment Management, our core purpose is to create value responsibly. In serving the long-term economic interests of our clients, we rely on deep fundamental research, risk awareness, engagement, and effective stewardship to generate long-term risk-adjusted returns for our clients. A core component of this approach is our proxy voting activity. We believe that robust ownership practices can help protect and enhance long-term shareholder value. Such ownership practices include diligently exercising our voting rights as well as engaging with our issuers on a variety of proxy voting topics. We recognize that environmental, social and governance (“ESG”) issues may impact the long-term value of an investment, and, therefore, we consider ESG issues in light of our fiduciary obligation to vote proxies in what we believe to be in the best long- term economic interest of our clients.

MFS Investment Management and its subsidiaries that perform discretionary investment activities (collectively, “MFS”) have adopted these proxy voting policies and procedures (“MFS Proxy Voting Policies and Procedures”) with respect to securities owned by the clients for which MFS serves as investment adviser and has been delegated the power to vote proxies on behalf of such clients. These clients include pooled investment vehicles sponsored by MFS (an “MFS Fund” or collectively, the “MFS Funds”).

Our approach to proxy voting is guided by the overall principle that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of our clients for which we have been delegated with the authority to vote on their behalf, and not in the interests of any other party, including company management or in MFS’ corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships. These Proxy Voting Policies and Procedures include voting guidelines that govern how MFS generally will vote on specific matters as well as how we monitor potential material conflicts of interest on the part of MFS that could arise in connection with the voting of proxies on behalf of MFS’ clients.

Our approach to proxy voting is guided by the following additional principles:

vote to Abstain in certain situations if we believe a vote either For or Against may produce a result not in the best long-term economic interests of our clients.

The following guidelines govern how MFS will generally vote on specific matters presented for shareholder vote. These guidelines are not exhaustive, and MFS may vote on matters not identified below. In such circumstances, MFS will be governed by its general policy to vote in what MFS believes to be in the best long-term economic interest of its clients.

These guidelines are written to apply to the markets and companies where MFS has significant assets invested. There will be markets and companies, such as controlled companies and smaller markets, where local governance practices are taken into consideration and exceptions may need to be applied that are not explicitly stated below. There are also markets and companies where transparency and related data limit the ability to apply these guidelines.

MFS generally supports the election and/or discharge of directors proposed by the board in uncontested or non-contentious elections, unless concerns have been identified, such as in relation to:

MFS believes that good governance is enabled by a board with at least a simple majority of directors who are “independent” (as determined by MFS in its sole discretion)¹ of management, the company and each other. MFS may not support the non-independent nominees, or other relevant director (e.g., chair of the board or the chair of the nominating committee), where insufficient independence is identified and determined to be a risk to the board’s and/or company’s effectiveness.

As a general matter we will not support a nominee to a board if, as a result of such nominee being elected to the board, the board will consist of less than a simple majority of members who are “independent.” However, there are also governance structures and markets where we may accept lower levels of independence, such as companies required to have non-shareholder representatives on the board, controlled companies, and companies in certain markets. In these circumstances we generally expect the board to be at least one-third independent or at least half of shareholder representatives to be independent, and as a general matter we will not support the nominee to the board if as a result of such nominee’s election these expectations are not met. In certain circumstances, we may not support another relevant director’s election. For example, in Japan, we will generally not support the most senior director where the board is not comprised of at least one-third independent directors or is not majority independent for those companies listed on the Prime Market with a controlling shareholder.

MFS also believes good governance is enabled by a board whose key committees, in particular audit, nominating and compensation/remuneration, consist entirely of “independent” directors. For Canada and US companies, MFS generally votes against any non-independent nominee that would cause any of the audit, compensation, nominating committee to not be fully independent. For Australia, Benelux, Ireland, New Zealand, Switzerland, and UK companies MFS generally votes against any non-independent nominee that would cause the audit or compensation/remuneration committee to not be fully independent. For Korea companies, MFS generally votes against any non-independent nominee or other relevant director that would cause the audit committee to not be fully independent, would result in the chair of the nominating and

compensation/remuneration committee to not be independent, or would cause the nominating and compensation/remuneration committees to be less than majority independent. In other markets MFS generally votes against non-independent nominees or other relevant director if a majority of committee members or the chair of the audit committee are not independent. However, there are also governance structures (e.g., controlled companies or boards with non-shareholder representatives) and markets where we may accept lower levels of independence for these key committees.

While there are currently markets where we accept lower levels of independence, we expect to expand these independence guidelines to all markets over time.

MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas, and this is often best positioned as an independent chair of the board or a lead independent director. We review the merits of a change in leadership structure on a case-by-case basis.

We may vote against a chair who is designated independent, or a lead independent director whose overall tenure on the board equals or exceeds twenty (20) years, if progress on refreshment is not made or being considered by the company’s board or we identify other concerns that suggest more immediate refreshment is necessary, such as the director’s role on a key committee.

All directors on a board should have sufficient time and attention to fulfil their duties and play their part in achieving effective oversight, both in normal and exceptional circumstances.

MFS may also vote against any director if we deem such nominee to have board or committee roles or other outside time commitments that we believe would impair their ability to dedicate sufficient time and attention to their director role.

As a general guideline, MFS will generally vote against a director’s election if they:

MFS may consider exceptions to this guideline if: (i) the company has disclosed the director’s plans to step down from the number of public company boards exceeding the above limits, as applicable, within a reasonable time; or (ii) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary), or service on more than one investment company within the same investment company complex (as defined by applicable law), or iii) after engagement we believe the director’s ability to dedicate sufficient time and attention is not impaired by the external roles.

MFS believes that a well-balanced board with diverse perspectives is a foundation for sound corporate governance, and this is best spread across the board rather than concentrated in one or a few individuals. We take a holistic view on the dimensions of diversity that can lead to diversity of perspectives and stronger oversight and governance.

Gender diversity is one such dimension and where good disclosure and data enables a specific expectation and voting guideline.

On gender representation specifically MFS wishes to see companies in all markets achieve a consistent minimum representation of women of at least a third of the board, and we are likely to increase our voting guideline towards this over time.

Currently, where data is available, MFS will generally vote against the chair of the nominating and governance committee or other most relevant position at any company whose board is comprised of an insufficient representation of directors who are women for example:

As a general matter, MFS will vote against the chair of the nominating committee of US S&P 500 companies and UK FTSE 100 companies that have failed to appoint at least one director who identifies as either an underrepresented ethnic/racial minority or a member of the LGBTQ+ community.

MFS may consider exceptions to these guidelines if we believe that the company is transitioning towards these goals or has provided clear and compelling reasons for why they have been unable to comply with these goals.

For other markets, we will engage on board diversity and may vote against the election of directors where we fail to see progress.

MFS believes that the size of the board can have an effect on the board’s ability to function efficiently and effectively. While MFS may evaluate board size on a case-by-case basis, we will typically vote against the chair of the nominating and governance committee in instances where the size of the board is greater than sixteen (16) members. An exception to this is companies with requirements to have equal representation of employees on the board where we expect a maximum of twenty (20) members.

MFS may also not support some or all nominees standing for election to a board if we determine:

Unless the concern is commonly accepted market practice, MFS may also not support some or all nominees standing for election to a nominating committee if we determine (in our sole discretion) that the chair of the board is not independent and there is no strong lead independent director role in place, or an executive director is a member of a key board committee.

Where individual directors are not presented for election in the year MFS may apply the same vote position to votes on the discharge of the director. Where the election of directors is bundled MFS may vote against the whole group if there is concern with an individual director and no other vote related to that director.

From time to time, a shareholder may express alternative points of view in terms of a company’s strategy, capital allocation, or other issues. Such a shareholder may also propose a slate of director nominees different than the slate of director nominees proposed by the company (a “Proxy Contest”). MFS will analyze Proxy Contests on a case-by-case basis, taking into consideration the track record and current recommended initiatives of both company management and the dissident shareholder(s). MFS will support the director nominee(s) that we believe is in the best, long-term economic interest of our clients.

Majority voting for the election of directors: MFS generally supports reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections).

Declassified boards: MFS generally supports proposals to declassify a board (i.e., a board in which only a sub-set of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.

MFS believes a threshold of 15-25% is an appropriate balance of shareholder and company interests, with thresholds of 15% for large and widely held companies.

MFS will generally support management proposals to establish these rights where they do not currently exist. MFS will generally support shareholder proposals to adjust existing rights to within the thresholds described above. MFS may also support shareholder proposals to establish the right at a threshold of 10% or above if no existing right exists and no right is presented for vote by management within the threshold range described above.

MFS will support shareholder proposals to establish the right to act by majority written consent if shareholders do not have the right to call a special meeting at the thresholds described above or lower.

Proxy access: MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the company’s proxy statement (“Proxy Access”) may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, MFS generally supports Proxy Access proposals at U.S. issuers that establish ownership criteria of 3% of the company held continuously for a period of 3 years. In our view, such qualifying shareholders should have the ability to nominate at least 2 directors. We also believe companies should be mindful of imposing any undue impediments within their bylaws that may render Proxy Access impractical, including re-submission thresholds for director nominees via Proxy Access.

Anti-takeover measures: In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from “poison pills” and “shark repellents” to super-majority requirements. While MFS may consider the adoption of a prospective “poison pill” or the continuation of an existing “poison pill” on a case-by-case basis, MFS generally votes against such anti-takeover devices.

MFS will consider any poison pills designed to protect a company’s net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates. MFS will also consider, on a case-by-case basis, proposals designed to prevent tenders which are

disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders. MFS generally votes for proposals to rescind existing “poison pills” and proposals that would require shareholder approval to adopt prospective “poison pills.”

Cumulative voting: MFS generally opposes proposals that seek to introduce cumulative voting and supports proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS’ clients as minority shareholders.

One-share one-vote: As a general matter, MFS supports proportional alignment of voting rights with economic interest and may not support a proposal that deviates from this approach. For companies listing with multiple share classes or other forms of disproportionate control are in place, we expect these to have sunset provisions of generally no longer than seven years after which the structure becomes single class one-share one-vote.

Reincorporation and reorganization proposals: When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regard to these types of proposals, however, if MFS believes the proposal is not in the best long-term economic interests of its clients, then MFS may vote against management (e.g., the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).

Other business: MFS generally votes against “other business” proposals as the content of any such matter is not known at the time of our vote.

Items related to capitalization proposals, capital allocation and corporate actions:

Issuance of stock: There are many legitimate reasons for the issuance of stock. Nevertheless, as noted below under “Stock Plans,” when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g., by more than approximately 10-15%), MFS generally votes against the plan.

MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a “blank check”) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted. MFS will consider the duration of the authority and the company’s history in using such authorities in making its decision.

Repurchase programs: MFS generally supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

Mergers, acquisitions & other special transactions: MFS considers proposals with respect to mergers, acquisitions, sale of company assets, share and debt issuances and other transactions that have the potential to affect ownership interests on a case-by-case basis. When analyzing such proposals, we use a variety of materials and information, including our own internal research as well as the research of third-party service providers.

MFS generally supports the election of auditors but may determine to vote against the election of a statutory auditor and/or members of the audit committee in certain markets if MFS reasonably believes that the statutory auditor is not truly independent, sufficiently competent or there are concerns related to the auditor’s work or opinion. To inform this view, MFS may evaluate the use of non-audit services in voting decisions when the percentage of non-audit fees to total auditor fees exceeds 40%, in particular if recurring.

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. We seek compensation plans that are geared towards durable long-term value creation and aligned with shareholder interests and experience, such as where we believe:

MFS will analyze votes on executive compensation on a case-by-case basis. When analyzing compensation practices, MFS generally uses a two-step process. MFS first seeks to identify any compensation practices that are potentially of concern by using both internal research and the research of third-party service providers. Where such practices are identified, MFS will then analyze the compensation practices in light of relevant facts and circumstances. MFS will vote against an issuer’s executive compensation practices if MFS determines that such practices are not geared towards durable long-term value creation and are misaligned with the best, long-term economic interest of our clients. When analyzing whether an issuer’s compensation practices are aligned with the best, long-term economic interest of our clients, MFS uses a variety of materials and information, including our own internal research and engagement with issuers as well as the research of third-party service providers.

MFS generally supports proposals to include an advisory shareholder vote on an issuer’s executive compensation practices on an annual basis.

MFS does not have formal voting guideline in regard to the inclusion of ESG incentives in a company’s compensation plan; however, where such incentives are included, we believe:

We believe non-executive directors may be compensated in cash or stock but these should not be performance-based.

MFS will generally vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poor’s 100 index as of December 31 of the previous year.

In the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote on a case-by-case basis.

MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.

From time to time, MFS may evaluate a separate, advisory vote on severance packages or “golden parachutes” to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will vote on a severance package on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

MFS may also not support some or all nominees standing for election to a compensation/remuneration committee if:

MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain flexibility to determine the appropriate pay package for executives.

Where management presents climate action/transition plans to shareholder vote, we will evaluate the level of ambition over time, scope, credibility and transparency of the plan in determining our support. Where companies

present climate action progress reports to shareholder vote we will evaluate evidence of implementation of and progress against the plan and level of transparency in determining our support.

Most vote items related to environmental and social topics are presented by shareholders. As these proposals, even on the same topic, can vary significantly in scope and action requested, these proposals are typically assessed on a case-by-case basis.

MFS is unlikely to support a proposal if we believe that the proposal is unduly costly, restrictive, unclear, burdensome, has potential unintended consequences, is unlikely to lead to tangible outcomes or we don’t believe the issue is material or the action a priority for the business. MFS is also unlikely to support a proposal where the company already provides publicly available information that we believe is sufficient to enable shareholders to evaluate the potential opportunities and risks on the subject of the proposal, if the request of the proposal has already been substantially implemented, or if through engagement we gain assurances that it will be substantially implemented.

The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g., state pension plans) are voted with respect to environmental, social and governance issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

From time to time, MFS may receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these MFS Proxy Voting Policies and Procedures and revises them as appropriate, in MFS’ sole judgment.

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment and Client Support Departments as well as members of the investment team. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:

MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g., mergers and acquisitions);

The day-to-day application of the MFS Proxy Voting Policies and Procedures are conducted by the MFS Stewardship Team led by MFS’ Director of Global Stewardship. The Stewardship Team are members of MFS’ investment team.

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS’ clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see below) and shall ultimately vote the relevant ballot items in what MFS believes to be the best long-term economic interests of its clients.

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS’ clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all votes are cast in the best long-term economic interest of its clients.² Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS’ client activities. If an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS’ voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.

In cases where ballots are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS identifies and evaluates a potentially concerning executive compensation issue in relation to an advisory pay or severance package vote, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst for proposals relating to a merger, an acquisition, a sale of company assets or other similar transactions (collectively, “Non-Standard Votes”); the MFS Proxy Voting Committee will follow these procedures:

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS’ distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.

For instances where MFS is evaluating a director nominee who also serves as a director/trustee of the MFS Funds, then the MFS Proxy Voting Committee will adhere to the procedures described in section (c) above regardless of whether the portfolio company appears on our Significant Distributor and Client List. In doing so, the MFS Proxy Voting Committee will adhere to such procedures for all Non-Standard Votes at the company’s shareholder meeting at which the director nominee is standing for election.

If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, Inc. or any of its affiliates (collectively “Sun Life”), MFS will cast a vote on behalf of such MFS client as such client instructs or in the event that a client instruction is unavailable pursuant to the recommendations of Institutional Shareholder Services, Inc.’s (“ISS”) benchmark policy, or as required by law. Likewise, if an MFS client has the right to vote on a matter submitted to shareholders by a public company for which an MFS Fund director/trustee serves as an executive officer, MFS will cast a vote on behalf of such MFS client as such client instructs or in the event that client instruction is unavailable pursuant to the recommendations of ISS or as required by law.

Except as described in the MFS Fund’s Prospectus, from time to time, certain MFS Funds (the “top tier fund”) may own shares of other MFS Funds (the “underlying fund”). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier fund’s best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS (excluding those vehicles for which MFS’ role is primarily portfolio management and is overseen by another investment adviser), MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.³

The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS’ clients and the companies in which MFS’ clients invest. The MFS Proxy Voting Policies and Procedures are reviewed by the Proxy Voting Committee annually. From time to time, MFS may receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these MFS Proxy Voting Policies and Procedures and revises them as appropriate, in MFS’ sole judgment.

In addition, in the event MFS or an MFS subsidiary hold shares of an MFS Fund (including an MFS Active ETF) as seed money and the MFS Fund submits a matter to a shareholder vote, MFS or the MFS subsidiary, as the case may be, will vote (or abstain from voting) its shares in the same proportion as the other shareholders of the MFS Fund. If there are no other shareholders in the MFS Fund, MFS or the MFS subsidiary, as the case may be, will vote in what MFS believes to be in the MFS Fund’s best interest.

MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (“Glass Lewis”; Glass Lewis and ISS are each hereinafter referred to as the “Proxy Administrator”).

The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are inputted into the Proxy Administrator’s system by an MFS holdings data-feed. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a company’s stock and the number of shares held on the record date by these accounts with the Proxy Administrator’s list of any upcoming shareholder’s meeting of that company. If a proxy ballot has not been received, the Proxy Administrator and/or MFS may contact the client’s custodian requesting the reason as to why a ballot has not been received. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders’ meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.

MFS also receives research reports and vote recommendations from proxy advisory firms. These reports are only one input among many in our voting analysis, which includes other sources of information such as proxy materials, company engagement discussions, other third-party research and data. MFS has due diligence procedures in place to help ensure that the research we receive from our proxy advisory firms is materially accurate and that we address any material conflicts of interest involving these proxy advisory firms. This due diligence includes an analysis of the adequacy and quality of the advisory firm staff, its conflict of interest policies and procedures and independent audit reports. We also review the proxy policies, methodologies and peer-group-composition methodology of our proxy advisory firms at least annually. Additionally, we also receive reports from our proxy advisory firms regarding any violations or changes to conflict of interest procedures.

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. In these circumstances, if the Proxy Administrator, based on MFS’ prior direction, expects to vote against management with respect to a proxy matter and MFS becomes aware that the issuer has filed or will file additional soliciting materials sufficiently in advance of the deadline for casting a vote at the meeting, MFS will consider such information when casting its vote. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee or its representatives considers and votes on those proxy matters. In analyzing all proxy matters, MFS uses a variety of materials and information, including, but not limited to, the issuer’s proxy statement and other proxy solicitation materials (including supplemental materials), our own internal research and research and recommendations provided by other third parties (including research of the Proxy Administrator). As described herein, MFS may also determine that it is beneficial in analyzing a proxy voting matter for members of the Proxy Voting Committee or its representatives to engage with the company on such matter. MFS also uses its own internal research, the research of Proxy Administrators and/or other third party research tools and vendors to identify (i) circumstances in which a board may have approved an executive compensation plan that is excessive or poorly aligned with the portfolio company’s business or its shareholders, (ii) environmental, social and governance proposals that warrant further consideration, or (iii) circumstances in which a company is not in compliance with local governance or compensation best practices. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

For certain types of votes (e.g., mergers and acquisitions, proxy contests and capitalization matters), MFS’ Stewardship Team will seek a recommendation from the MFS investment analyst that is responsible for analyzing the company and/or portfolio managers that holds the security in their portfolio. For certain other votes that require a case-by-case analysis per these policies (e.g., potentially excessive executive compensation issues, or certain shareholder proposals), the Stewardship Team will likewise consult with MFS investment analysts and/or portfolio managers.⁴ However, the MFS Proxy Voting Committee will ultimately be responsible for the manner in which all ballots are voted.

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee and makes available on-line various other types of information so that the MFS Proxy Voting Committee or its representatives may review and monitor the votes cast by the Proxy Administrator on behalf of MFS’ clients.

For those markets that utilize a “record date” to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.

From time to time, certain MFS Funds may participate in a securities lending program. In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meeting’s record date so that MFS will be entitled to vote these shares. However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.

In accordance with local law or business practices, some companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g., in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

From time to time, governments may impose economic sanctions which may prohibit us from transacting business with certain companies or individuals. These sanctions may also prohibit the voting of proxies at certain companies or on certain individuals. In such instances, MFS will not vote at certain companies or on certain individuals if it determines that doing so is in violation of the sanctions.

In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best-efforts basis in the context of the guidelines described above.

As part of its approach to stewardship MFS engages with companies in which it invests on a range of priority issues. Where sufficient progress has not been made on a particular issue of engagement, MFS may determine a vote against management may be warranted to reflect our concerns and influence for change in the best long-term economic interests of our clients.

MFS may determine that it is appropriate and beneficial to engage in a dialogue or written communication with a company or other shareholders specifically regarding certain matters on the company’s proxy statement that are of concern to shareholders, including environmental, social and governance matters. This may be to discuss and build our understanding of a certain proposal, or to provide further context to the company on our vote decision.

A company or shareholder may also seek to engage with members of the MFS Proxy Voting Committee or Stewardship Team in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals. For further information on requesting engagement with MFS on proxy voting issues or information about MFS’ engagement priorities, please contact proxyteam@mfs.com.

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees of the MFS Funds for the period required by applicable law. Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee and other MFS employees. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator’s system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company’s proxy issues, are retained as required by applicable law.

MFS publicly discloses the proxy voting records of the U.S. registered MFS Funds on a quarterly basis. MFS will also report the results of its voting to the Board of Trustees of the U.S. registered MFS Funds. These reports will include: (i) a summary of how votes were cast (including advisory votes on pay and “golden parachutes”); (ii) a summary of votes against management’s recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines; (vi) a review of our proxy engagement activity; (vii) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful; and (viii) as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees of the U.S. registered MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

MFS may publicly disclose the proxy voting records of certain other clients (including certain MFS Funds) or the votes it casts with respect to certain matters as required by law. A report can also be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.

MFS also publicly discloses its firm-wide proxy voting records on a quarterly basis.

Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regard to environmental, social or governance issues.

The ratings of Moody’s Investors Service (Moody’s), S&P Global Ratings, Fitch Ratings, Inc. (Fitch), Morningstar DBRS (DBRS®), and Kroll Bond Rating Agency (KBRA) represent their opinions as to the quality of various debt instruments. It should be emphasized, however, that ratings are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield.

Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of eleven months or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Issue credit ratings are based, in varying degrees, on S&P Global Ratings’ analysis of the following considerations:

An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.

Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.

Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities or enterprises in global infrastructure, project finance and public finance. IDRs opine on an entity’s relative vulnerability to default – including by way of a distressed debt exchange (DDE) - on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.

In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.

‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered

strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.

‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

A default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include:

‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business and debt is still outstanding.

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a DDE.

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from the definition of default under the terms of an

The DBRS® long-term credit ratings provide opinions on risk of default. DBRS® considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. The long-term obligations rated in this category typically have a term of one year or longer.

All rating categories from AA to CCC contain the subcategories (high) and (low). The absence of either a (high) or (low) designation indicates that the rating is in the middle of the category.

Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place, but is considered inevitable, may be rated in the C category.

KBRA assigns credit ratings to issuers and their obligations using the same rating scale. In either case, KBRA’s ratings are intended to reflect both the probability of default and severity of loss in the event of default, with greater emphasis on probability of default at higher rating categories. For obligations, the determination of expected loss severity is, among other things, a function of the seniority of the claim. Generally speaking, issuer-level ratings assume a loss severity consistent with a senior unsecured claim. KBRA appends an (sf) indicator to ratings assigned to structured obligations. These definitions should be used in conjunction with KBRA’s rating methodologies.

KBRA may append - or + modifiers to ratings in categories AA through CCC to indicate, respectively, upper and lower risk levels within the broader category.

Article V of the Registrant’s Declaration of Trust provides that the Registrant will indemnify its Trustees and officers against liabilities and expenses reasonably incurred in connection with litigation in which they may be involved because of their offices with the Registrant, unless as to liabilities to the Registrant or its shareholders, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices, or with respect to any matter unless it is adjudicated that they did not act in good faith in the reasonable belief that their actions were in the best interest of the Registrant. In the case of a settlement, such indemnification will not be provided unless it has been determined in accordance with the Declaration of Trust that such officers or Trustees have not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices.

(b) Copies of instruments defining the rights of shareholders, including the relevant portions of: the Amended and Restated Declaration of Trust, December 16, 2004 (see Section 6.2), and the Master Amended and Restated By-Laws, dated January 1, 2002, as revised through June 23, 2004 (see Article III).

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on December 11, 2025.

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on December 11, 2025.

Pursuant to Section 8.3 of the Amended and Restated Declaration of Trust dated December 16, 2004, as amended (the “Declaration”), of MFS Multimarket Income Trust, a business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), the undersigned, constituting a majority of the Trustees of the Trust, do hereby amend the following Sections of the Declaration to be effective on May 2, 2016.

Pursuant to Section 8.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby replace Article V, Section 5.7 of the Declaration to read in its entirety as follows:

“Section 5.7. Claims. As used herein, a “direct Shareholder claim” shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Section 6.8 hereof, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim” as used herein.

shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders.”

Pursuant to Section 8.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby amend Article VI, Section 6.2 of the Declaration to add the following language before the last sentence of Section 6.2:

“The Trust may enter into contractual arrangements with an Investment Adviser, Transfer Agent, and other parties who each provide services to the Trust. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of any series of the Trust. The registration statement of the Trust is not a contract between the Trust and the shareholders of the Trust and does not give rise to any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.”

Pursuant to Section 8.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby add Section 9.7 to Article IX of the Declaration to read in its entirety as follows:

“Section 9.7. Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, (i) any action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim against any the Trust (or any series thereof), or against any trustee, officer or other employee of the Trust, whether arising under federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration, the Trust’s by-laws, or any agreement on behalf of the Trust authorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring

or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section.

If any Covered Action is filed in a court other than the state or federal courts of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

If any provision or provisions of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.”

Pursuant to Section 8.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby amend Section 9.3 of the Declaration to read in its entirety as follows:

“Section 9.3. Principal Office. The principal office of the Trust is 111 Huntington Avenue, Boston, Massachusetts 02199. The Trustees, without a vote of Shareholders, may change the principal office of the Trust.”

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed this amendment, in one or more counterparts, all constituting a single instrument, as an instrument under seal in The Commonwealth of Massachusetts, as of May 2, 2016 and further certify, as provided by the provisions of Section 8.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 8.3(a) of the Declaration.

WHEREAS, MFS Multimarket Income Trust was established pursuant to a Declaration of Trust dated January 9, 1987, as amended (the “Original Declaration”), for the investment and reinvestment of funds contributed thereto;

WHEREAS, the Trustees desire that the beneficial interest in the Trust assets continue to be divided into transferable Shares of Beneficial Interest (without par value), as hereinafter provided;

WHEREAS, the Trustees wish to amend and restate the Original Declaration in its entirety, and hereby certify that this Amended and Restated Declaration of Trust has been amended and restated in accordance with the provisions of the Original Declaration;

NOW THEREFORE, the Trustees hereby confirm that all money and property contributed to the Trust hereunder shall be held and managed in trust for the benefit of holders, from time to time, of the Shares of Beneficial Interest (without par value) issued hereunder and subject to the provisions hereof, and that the Original Declaration, including all appendices, is amended and restated in its entirety as follows.

Section 1.2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:

(a) “Advisory Trustee” means any person, which may include a former Trustee, appointed by resolution of the Trustees to serve the Board in

an advisory capacity, for such period and in accordance with such terms and conditions as are determined by the Trustees. An Advisory Trustee shall serve at the pleasure of the Trustees and may be removed by the Trustees at any time and for any reason, with or without cause, and may resign at any time by an instrument in writing signed by that Advisory Trustee and delivered to the Trust. Advisory Trustees, in their capacity as such, are not Trustees or officers of the Trust for any purpose and shall have no legal, voting or other powers or obligations of Trustees or officers hereunder, and shall not perform the functions of the Trustees or officers in any manner.

(b) “By-Laws” means the By-laws referred to in Section 3.9 hereof, as from time to time amended.

(d) “Declaration” means this Amended and Restated Declaration of Trust, as amended from time to time. Reference in this Declaration of Trust to “Declaration,” “hereof,” “herein” and “hereunder” shall be deemed to refer to this Declaration rather than the article or section in which such words appear.

(e) “Distributor” means a party furnishing services to the Trust pursuant to any contract described in Section 4.2 hereof.

(g) “Investment Adviser” means a party furnishing services to the Trust pursuant to any contract described in Section 4.1 hereof.

(h) “Majority Shareholder Vote” has the same meaning as the phrase “vote of a majority of the outstanding voting securities” as defined in the 1940 Act.

(i) “1940 Act” means the Investment Company Act of 1940 and the Rules and Regulations thereunder, as amended from time to time, and as such Act or the Rules and Regulations thereunder may apply to the Trust pursuant to any exemptive order or similar relief or interpretation issued by the Commission under such Act.

(j) “Person” means and includes individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.

(I) “Shares” means the Shares of Beneficial Interest into which the beneficial interest in the Trust shall be divided from time to time. The term “Shares” includes fractions of Shares as well as whole Shares.

(m) “Transfer Agent” means a party furnishing services to the Trust pursuant to any transfer agency contract described in Section 4.4 hereof.

(o) “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees.

(p)”Trustees” means the persons who have signed the Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly elected or appointed, qualified and serving as Trustees in accordance with the provisions hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder. For the avoidance of any doubt, an “Advisory Trustee” as defined in Section l.2(a) is not a Trustee for any purpose hereunder.

Section 2.1. Number of Trustees. The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be less than three (3) nor more than fifteen (15). No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his or her term unless the Trustee is specifically removed pursuant to Section 2.2 hereof at the time of the decrease.

Section 2.2. Term of Office of Trustees. The Board of Trustees shall be divided into three classes. Within the limits above specified, the number of Trustees in each class shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following January 1, 2002. The term of office of the second class shall expire

on the date of the second annual meeting of Shareholders or special meeting in lieu thereof. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 hereof.

Each Trustee shall hold office until the earlier of his or her death or the election and qualification of his or her successor; except that:

(a) any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by that Trustee and delivered to the Trust, which shall take effect upon such delivery or upon such later date as is specified therein;

(b) any Trustee may be removed at any time, with or without cause, by written instrument signed by at least three-quarters of the Trustees, specifying the date when such removal shall become effective;

(c) any Trustee who has attained a mandatory retirement age established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy; and

(d) a Trustee may be removed at any meeting of Shareholders by a vote of Shares representing two-thirds of the outstanding Shares of the Trust entitled to vote for the election of such Trustee.

Upon the resignation, retirement or removal of a Trustee, or his or her otherwise ceasing to be a Trustee, that individual shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning, retiring or removed Trustee. Upon the incapacity or death of any Trustee, that Trustee’s legal representative shall execute and deliver on his or her behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

Except to the extent expressly provided in a written agreement to which the Trust is a party or in a written policy adopted by the Trustees, no resigning or removed Trustee shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 2.3. Resignation and Appointment of Trustees. In case of the declination, death, resignation, retirement or removal of any of the Trustees, or in case a vacancy shall, by reason of an increase in number of Trustees, or for any other reason, exist, a majority of the remaining Trustees may fill such vacancy by appointing such other individual as they in their discretion shall see fit. Any such appointment shall not become effective, however, until the person appointed shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation, removal or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation, removal or increase in number of Trustees. The power of appointment is subject to all applicable provisions of the 1940 Act. ·

Section 2.4. Vacancies. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Section 2.3, or while any Trustee is incapacitated, the other Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration, and only such other Trustees shall be counted for the purposes of the existence of a quorum or the taking of any action to be taken by the Trustees. A written instrument certifying the existence of such vacancy or incapacity signed by a majority of the Trustees shall be conclusive evidence of the existence thereof.

Section 2.5. Delegation of Power to Other Trustees. Subject to requirements imposed by the 1940 Act and other applicable law, any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two Trustees personally exercise the powers granted to the Trustees under the Declaration except as otherwise expressly provided herein.

Section 3.1. General. Subject to the provisions of the Declaration, the Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by the Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without The Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as the Trustees deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of the Declaration, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be construed as limiting the aforesaid power or any other power of the Trustees hereunder. Such powers of the Trustees may be exercised without order of or resort to any court.

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of securities of every nature and kind, U.S. and foreign currencies, any form of gold or other precious metal, commodity contracts, any form of option contract, contracts for the future acquisition or delivery of fixed income or other securities, derivative instruments of every kind, “when-issued” or standby contracts, and all types of obligations or financial instruments, including, without limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities of

any kind, issued, created, guaranteed or sponsored by any and all Persons, including, without limitation,

(A) states, territories and possessions of the United States and the District of Columbia and any political subdivision, agency or instrumentality of any such Person,

(B) the U.S. Government, any foreign government, or any political subdivision or any agency or instrumentality of the U.S. Government or any foreign government,

(E) any corporation or organization organized under the laws of the United States or of any state, territory or possession thereof, or under any foreign law;

to retain Trust assets in cash and from time to time to change the investments in which the assets of the Trust are invested; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments; and

(iii) to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, proper or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, and to do every other act or thing incidental or appurtenant to or connected with the aforesaid purposes, objects or powers.

(b) The Trustees shall not be limited to investing in securities or obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.

(c) Notwithstanding any other provision of the Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property, or sell all or a portion of such Trust Property and invest

the proceeds of such sales, in one or more other investment companies to the extent not prohibited by the 1940 Act.

Section 3.3. Legal Title. Legal title to all Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person or nominee, on such terms as the Trustees may determine. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, retirement, removal or death of a Trustee, such Trustee shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.4. Issuance and Repurchase of Securities. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VII and VIII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds of the Trust or other Trust Property, whether capital or surplus or otherwise.

Section 3.5. Borrowing Money; Lending Trust Property. The Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the Trust Property, to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person and to lend Trust Property.

Section 3.6. Delegation. The Trustees shall have power to delegate from time to time to such of their number or to officers, employees, any Investment Adviser, Distributor, custodian, agent or independent contractor of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem appropriate or expedient.

Section 3.7. Collection and Payment. The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any

obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

Section 3.8. Expenses. The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees, Trustees and Advisory Trustees.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided herein, in the 1940 Act or in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees at which a quorum is present, including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of two-thirds of the Trustees. The Trustees may adopt By-Laws not inconsistent with the Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-Laws to the extent permitted therein at any time.

Section 3.10. Miscellaneous Powers. Without limiting the foregoing, the Trustees shall have the power to:

(a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust;

(b) enter into joint ventures, partnerships and any other combinations or associations;

(c) elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, in each case with or without cause, and appoint and terminate any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine;

(d) purchase, and pay for out of Trust Property, such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring Shareholders, any administrator, Trustees, Advisory Trustees, officers, employees, agents, any Investment Adviser, any Distributor, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any

such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability;

(e) establish pension, profit-sharing, Share purchase, deferred compensation, and other retirement, incentive and benefit plans for any Trustees, officers, employees or agents of the Trust;

(f) to the extent permitted by law, indemnify any person with whom the Trust has dealings, including any Investment Adviser, administrator, custodian, Distributor, Transfer Agent, shareholder servicing agent and any dealer, to such extent as the Trustees shall determine;

(h) determine and change the fiscal year of the Trust and the method by which its accounts shall be kept; and

(i) adopt a seal for the Trust, provided that the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Section 4.1. Investment Adviser. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more investment advisory or management contracts whereby the other party to each such contract shall undertake to furnish the Trust such management, investment advisory, statistical and research facilities and services, promotional activities, and such other facilities and services, if any, as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provision of the Declaration, the Trustees may delegate to the Investment Adviser authority (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of assets of the Trust on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the Investment Adviser (and all without further action by the Trustees). Any of such

purchases, sales, loans or exchanges shall be deemed to have been authorized by all the Trustees. Such services may be provided by one or more Persons.

Section 4.2. Distributor. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more exclusive or non-exclusive distribution contracts providing for the sale of Shares, whereby the Trust may either agree to sell the Shares to the other party to any such contract or appoint any such other party its sales agent for such Shares. In either case, any such contract shall be on such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws; and such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements or agency agreements with securities dealers or other Persons to further the purpose of the distribution or repurchase of the Shares. Such services may be provided by one or more Persons.

Section 4.3. Custodian. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party to each such contract shall undertake to furnish such custody services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the 1940 Act, the Declaration or the By-Laws. The Trustees may authorize any custodian to employ one or more sub-custodians from time to time to perform such of the services of the custodian as the Trustees shall from time to time consider desirable. Services described in this Section may be provided by one or more Persons.

Section 4.4. Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency or sub-transfer agency and shareholder servicing contracts whereby the other party to each such contract shall undertake to furnish such transfer agency and/or shareholder services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws. Such services may be provided by one or more Persons.

Section 4.5. Parties to Contract. Any contract of the character described in any Section of this Article IV may be entered into with any Person, although one or more of the Trustees or officers of the Trust may be an officer, partner, director, trustee, shareholder, or member of such other

party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship; nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of any such contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article IV or the By-Laws. The same Person may be the other party to contracts entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.5.

Section 5.1. No Personal Liability of Shareholders. No Shareholder or former Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust solely by reason of being or having been a Shareholder. The Trust shall indemnify and hold each Shareholder and former Shareholder harmless from and against all claims and liabilities to which such Shareholder may become subject solely by reason of his or her being or having been a Shareholder (other than taxes payable by virtue of owning Shares), and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. The rights accruing to a Shareholder or former Shareholder under this Section 5.1 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder or former Shareholder in any appropriate situation even though not specifically provided herein. The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets of the Trust.

Section 5.2. Limitation of Liability of Trustees and Others. (a) No Trustee, Advisory Trustee, officer or employee or agent of the Trust shall be subject to any liability whatsoever to any Person in connection with Trust Property or the affairs of the Trust, and no Trustee or Advisory Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, employee or agent of the Trust or for the act or omission of any other Trustee or Advisory Trustee. For the sake of clarification and without

limiting the foregoing, the appointment, designation or identification of a Trustee as the Chair of the Trustees, the lead or assistant lead independent Trustee, a member or Chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert) or any other special appointment, designation or identification given to a Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee’s rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Notwithstanding anything to the contrary in this Section 5.2(a) or otherwise, nothing in the Declaration shall protect any Trustee, Advisory Trustee, officer, employee or agent of the Trust against any liability to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office or position with or on behalf of the Trust.

(b) All persons extending credit to, contracting with or having claim against the Trust shall look solely to the assets of the Trust for payment under such credit, contract or claim; and neither any Trustee or Advisory Trustee, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee, Advisory Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust against all liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which that individual becomes involved as a party or otherwise by virtue of being or having been a Trustee, Advisory Trustee or officer and against amounts paid or incurred by that individual in the settlement thereof;

(ii) the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement or compromise, fines, penalties and other liabilities.

(i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual’s office;

(ii) with respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that that individual’s action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee, Advisory Trustee or officer or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual’s office by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that that individual did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees (as defined below) acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(B) by written opinion of (i) the then-current legal counsel to the Trustees who are not Interested Persons of the Trust or (ii) other legal counsel chosen by a majority of the Disinterested Trustees (or if there are no Disinterested Trustees with respect to the matter in question, by a majority of the Trustees who are not Interested Persons of the Trust) and determined by them in their reasonable judgment to be independent.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such person. Nothing contained herein shall limit the Trust from entering into other insurance arrangements or affect any rights to indemnification to

which Trust personnel, including Covered Persons, may be entitled by contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 5.3 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that the Covered Person is not entitled to indemnification under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or legal counsel meeting the requirement in Section 5.3(b)(iii)(B) above in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 5.3 a “Disinterested Trustee” is one (i) who is not an “Interested Person” of the Trust (including anyone who has been exempted from being an “Interested Person” by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or had been pending.

(e) With respect to any such determination or opinion referred to in clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be afforded that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office in accordance with pronouncements of the Commission.

Section 5.4. No Bond Required. No Trustee, Advisory Trustee or officer shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments. No purchaser, lender, shareholder servicing agent, Transfer Agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any

transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under the Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees or officers shall recite that the same is executed or made by them not individually, but as or on behalf of Trustees under the Declaration, and that the obligations of any such instrument are not binding upon any of the Trustees, officers or Shareholders individually, but bind only the Trust estate, and may contain any further recital deemed appropriate, but the omission of such recital shall not operate to bind any of the Trustees, officers or Shareholders individually. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, Advisory Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

Section 5.6. Good Faith Action; Reliance on Experts. The exercise by the Trustees or the officers of the Trust of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. The Trustees or the officers of the Trust shall not be liable for errors of judgment or mistakes of fact or law. Each Trustee and officer or employee of the Trust shall, in the performance of his or her duties, be under no liability and fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon advice of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the Distributor, Transfer Agent, custodian, any shareholder servicing agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

Section 5.7. Derivative Actions. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable injury to the Trust would otherwise result, or if a majority of the Board of

Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration.

Such demand shall be mailed to the Secretary or Clerk of the Trust at the Trust’s principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust shall be subject to the right of the Shareholders under Section 6.8 of the Declaration to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

Section 6.1. Beneficial Interest. The interest of the beneficiaries hereunder may be divided into transferable Shares of Beneficial Interest (without par value). The number of Shares authorized hereunder is unlimited. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust Property of every description and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares

shall be personal property giving only the rights specifically set forth in the Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights. By becoming a Shareholder each Shareholder shall be held expressly to have assented to and agreed to be bound by the provisions of the Declaration.

Section 6.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in the Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may, from time to time without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing their proportionate beneficial interests in Trust Property. Contributions to the Trust may be accepted for whole Shares and/or 1/1,000ths of a Share or integral multiples thereof.

Section 6.5. Register of Shares. A register or registers shall be kept at the principal office of the Trust or at an office of the Transfer Agent which shall contain the names and addresses (which may be addresses for electronic delivery) of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to that Shareholder as provided herein or in the By-Laws, until the Shareholder has given his or her address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. The Trustees, in their discretion, may authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by the record holder’s agent thereunto authorized in writing, upon delivery to the Trustees or, if there is a Transfer Agent with respect to such Shares, the Transfer Agent of a duly executed instrument of transfer together with any certificate or certificates (if issued) for such Shares and such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Any Person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent; but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

Section 6.7. Notices. Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given (i) if mailed, postage prepaid, addressed to any Shareholder of record at the Shareholder’s last known address as recorded on the register of the Trust, (ii) if sent by electronic transmission to the Shareholder of record at the Shareholder’s last known address for electronic delivery as recorded on the register of the Trust, (iii) if mailed or sent by electronic delivery to one or more members of the Shareholder’s household in accordance with applicable law or regulation, or (iv) if otherwise sent in accordance with applicable law or regulation.

Section 6.8. Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees when that issue is submitted to Shareholders, and for the removal of Trustees as provided in Section 2.2 hereof, (ii) with respect to any investment advisory or management contract on which a shareholder vote is required by the 1940 Act, (iii) with respect to termination of the Trust to the extent and as provided in Section 8.2 hereof, (iv) with respect to any amendment of the Declaration to the extent and as provided in Section 8.3 hereof, (v) with respect to any merger, consolidation, or sale of assets to the extent and as provided in Sections 8.4 and 8.7 hereof,

(vi) with respect to any conversion of the Trust to an “open-end company” to the extent and as provided in Section 8.6 hereof, (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viii) with respect to such additional matters relating to the Trust as may be required by the Declaration, the By-Laws, or any registration of the Trust with the Commission (or any successor agency) or any other regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable.

A Shareholder shall be entitled to one vote for each Share owned by such Shareholder on each matter on which such Shareholder is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Shares held in the treasury of the Trust shall not be voted.

Except when a larger vote is required by applicable law or by any provision of the Declaration or the By-Laws, if any, Shares representing a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that abstentions and broker non-votes shall not be counted as votes cast but shall be counted as being present for purposes of determining the existence of a quorum.

There shall be no cumulative voting in the election of Trustees. Until Shares are issued and during any period when no Shares are outstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration or the By-Laws to be taken by Shareholders. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

The Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted vote of the Trustees such bases and times for determining the per Share net asset value of the Shares or net income, or the declaration and payment of dividends and distributions, as they may deem necessary or desirable.

Section 8.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article VIII.

Section 8.2. Termination of Trust. (a) The Trust may be terminated at any time (i) by the affirmative vote of the holders of not less than two-thirds of the Shares outstanding and entitled to vote at any meeting of Shareholders, or (ii) by the Trustees by written notice to the Shareholders. Upon the termination of the Trust:

(i) The Trust shall carry on no business except for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust and all the powers of the Trustees under the Declaration shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; and

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly in cash and partly in kind, among the Shareholders of the Trust according to their respective rights.

(b) After termination of the Trust and distribution to the Shareholders of the Trust as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder with respect to the Trust, and the rights and interests of all Shareholders of the Trust shall thereupon cease.

Section 8.3. Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without any Shareholder vote, amend or

otherwise supplement the Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration. Without limiting the foregoing power reserved to the Trustees, the Trustees may, without any Shareholder vote, amend the Declaration to change the name or principal office of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable, to conform the Declaration to the requirements of applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as amended, but the Trustees shall not be liable for failing to do so. Shareholders shall have the right to vote on (i) any amendment that would affect their right to vote granted in Section 6.8; (ii) any amendment to Section 8.3(a) or (b); (iii) any amendment as may be required by law or by the Trust’s registration statement to be approved by Shareholders; and (iv) any amendment submitted to them by the Trustees. Except as otherwise provided in Section 8.3(c), any amendment on which Shareholders have the right to vote shall require a Majority Shareholder Vote of the Shareholders of the Trust, or the written consent, without a meeting, of the holders of Shares representing not less than a majority of the voting power of the Shares of the Trust.

(b) Nothing contained in the Declaration shall permit the amendment of the Declaration to impair the exemption from personal liability of the Shareholders, former Shareholders, Trustees, Advisory Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Notwithstanding anything else herein, any amendment to Section 5.3 shall not limit the rights to indemnification or insurance provided therein with respect to actions or omissions of persons entitled to indemnification under such Section prior to such amendment.

(c) No amendment may be made which shall amend, alter, change or repeal any of the provisions of Section 2.2, Section 8.2, this Section 8.3(c), Section 8.4, Section 8.6 and Section 8.7 unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of sixty-six and two-thirds percent (66 2/3%) of the Shares outstanding and entitled to vote. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any class or series of preferred stock, whether now or hereafter authorized, or any agreement between the Trust and any national securities exchange.

(d) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders (if applicable) or by the Trustees as aforesaid or a copy of the Declaration, as

amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

Section 8.4. Merger, Consolidation and Sale of Assets. Subject to applicable law and except as otherwise provided in Section 8.5 hereof, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property including its good will, upon such terms and conditions and for such consideration when and as authorized (a) at any meeting of Shareholders called for the purpose by the affirmative vote of the holders of not less than two-thirds of the Shares outstanding and entitled to vote, or (b) by the written consent, without a meeting, of the holders of not less than two-thirds of such Shares, provided, however, that if such merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of Shares outstanding and entitled to vote, shall be sufficient authorization. Any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of The Commonwealth of Massachusetts. Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Nothing contained herein shall be construed as requiring approval of Shareholders for any sale of assets in the ordinary course of the business of the Trust, or for any transaction, whether deemed a merger, consolidation, reorganization or exchange of shares or otherwise, whereby the Trust issues shares in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity.

Section 8.5. Incorporation, Reorganization. The Trustees may, without the vote or consent of Shareholders, cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction, or any other trust (or series or class of a trust), unit investment trust, partnership, limited liability company, association or other organization to acquire all or a portion of the Trust Property or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer such Trust Property to any such corporation, trust (or series or class of a trust), partnership, limited liability company, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or organization in which the Trust holds or is about to acquire shares or any other interest. The Trustees may also, without the vote or consent of Shareholders, cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust (or series or class of a

trust), partnership, association or other organization if and to the extent permitted by law. The Trustees shall provide written notice to affected Shareholders of each transaction pursuant to this Section 8.5. Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Section 8.6. Conversion. Notwithstanding any other provision of this Declaration, the conversion of the Trust from a “closed-end company” to an “open-end company,” as those terms are defined in the 1940 Act, shall require the affirmative vote or consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the Shares outstanding and entitled to vote. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law or by the terms of any class or series of preferred stock, whether now or hereafter authorized, or any agreement between the Trust and any national securities exchange.

Section 8.7. Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in paragraph (d) of this Section, the types of transactions described in paragraph (c) of this Section shall require the affirmative vote or consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the Shares outstanding and entitled to vote, when a Principal Shareholder (as defined in paragraph (b) of this Section) is a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the Shareholders otherwise required by law or by the terms of any class or series of preferred stock, whether now or hereafter authorized, or any agreement between the Trust and any national securities exchange.

(b) The term “Principal Shareholder” shall mean any corporation, person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the outstanding Shares and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, person or other entity beneficially owns directly, (a) any corporation, person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate”

as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on December 1, 1986, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

(i) the merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder;

(ii) the issuance of any securities of the Trust to any Principal Shareholder for cash;

(iii) the sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period);

(iv) the sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period).

(d) The provisions of this Section shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section if the Board of Trustees of the Trust shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, or (ii) any such transaction with any corporation of which a majority of the outstanding shares of all classes of stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries.

(e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section on the basis of information known to the Trust, whether (i) a corporation, person or entity beneficially owns more than five percent (5%) of the outstanding Shares, (ii) a corporation, person or entity is an “affiliate” or “associate” (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof, constitute a substantial part of the assets of the Trust and have an

aggregate fair market value of less than $1,000,000, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section.

Section 9.1. Filing. The Declaration and any subsequent amendment hereto shall be filed in the office of the Secretary of The Commonwealth of Massachusetts and in such other place or places as may be required under the laws of The Commonwealth of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate, provided that the failure to so file shall not invalidate this instrument or any properly authorized amendment hereto. Each amendment so filed shall be accompanied by a certificate signed and acknowledged by an officer or Trustee stating that such action was duly taken in a manner provided herein, and unless such amendment or such certificate sets forth some other time for the effectiveness of such amendment, such amendment shall be effective upon its filing. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments thereto.

Section 9.2. Governing Law. The Declaration is executed by the Trustees and delivered in The Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such action.

Section 9.3. Principal Office. The principal office of the Trust is 500 Boylston Street, Boston, Massachusetts. The Trustees, without a vote of Shareholders, may change the principal office of the Trust.

Section 9.4. Counterparts. The Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

Section 9.5. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust, appears to be an officer or Trustee hereunder, certifying to: (i) the number or identity of Trustees or Shareholders, (ii) the due authorization of the execution of any instrument or writing, (iii) the form of any vote passed at a meeting of Trustees or Shareholders, (iv) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of the Declaration, (v) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (vi) the existence of any fact or facts which in any manner relates to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

(a) The provisions of the Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company or other provisions of the Internal Revenue Code of 1986, as amended, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of the Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first written above.

December 16, 2008 (Article III; Section 5)
November 1, 2014 (Article VI: Sections 1, 2, 3, 13 and 14)
April 27, 2016 (Article XII)
May 2, 2016 (Article XIV: Sections 1 and 2)
July 19, 2019 (Article 6, Section 3)

The terms “Commission”, “Declaration”, “Distributor”, “Interested Person”, “Investment Adviser”, “Majority Shareholder Vote”, “1940 Act”, “Shareholder”, “Shares”, “Transfer Agent”, “Trust”, “Trust Property” and “Trustees” have the respective meanings given them in the Amended and Restated Declaration of Trust of the Trusts identified on Appendix A hereto. References to a “Trust” mean each Trust severally and not jointly. These By-Laws shall be subject to the Declaration for all purposes.

SECTION 1. PRINCIPAL OFFICE. Until changed by the Trustees, the principal office of the Trust in The Commonwealth of Massachusetts shall be in the City of Boston, County of Suffolk.

SECTION 2. OTHER OFFICES. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine.

SECTION 1. MEETINGS. Except as provided in the next sentence, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on the New York Stock Exchange, on at least an annual basis, on such day and at such place as shall be designated by the Trustees. In the event that such a meeting is not held in any annual period if so required, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within such annual period. Special meetings of the Shareholders may be called at any time by a majority of the Trustees. Meetings of the Shareholders for the purpose of considering the removal of a person serving as Trustee shall be called by the Trustees if they are requested in writing to do so by Shareholders holding in the aggregate Shares representing not less than ten percent (10%) of the voting power of the outstanding Shares of the Trust having voting rights. Any such meeting shall be held within or without The Commonwealth of Massachusetts on such day and at such time as the Trustees shall designate.

SECTION 2. NOTICE OF MEETINGS. Notice of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees in accordance with the Declaration, mailed or sent at least (ten) 10 days and not more than ninety (90) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice, even if the date of such adjourned meeting is more than 90 days after the notice of the meeting was mailed or sent. Notwithstanding the foregoing, if either the President or Clerk of the Trust, or in the absence or unavailability of the President and the Clerk, any officer of the Trust, determines that as a result of force majeure or an act of God or war, the date, time or place designated for a meeting or adjourned meeting of Shareholders is not reasonably practicable or available, such officer may, without further notice to Shareholders, designate such other date, time or place for such meeting or adjourned meeting as such officer shall, in his or her sole discretion, determine. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

SECTION 3. RECORD DATE FOR MEETINGS. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than ninety (90)

days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determination of the persons to be treated as Shareholders of record for such purpose. The Trustees also may select the time of day as of which the calculations for determining how many votes each Shareholder is entitled to pursuant to the Declaration shall be performed.

SECTION 4. PROXIES. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Clerk, or with such other officer or agent of the Trust as the Clerk may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a vote of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share (and a proxy shall be valid if executed by any one of them), but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy or the portion thereof to be returned by the Shareholder.

SECTION 5. QUORUM AND ADJOURNMENT. Except when a larger quorum is required by any provision of law, Shares representing thirty percent (30%) of the voting power of the outstanding Shares entitled to vote shall constitute a quorum at any meeting of Shareholders, except that where any provision of law, the Declaration or these By-laws requires that holders of any series or class shall vote as a series or class, then Shares representing 30 percent (unless a larger quorum is required as specified above) of the voting power of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. In the absence of a quorum, Shareholders entitled to cast votes representing 30 percent of the voting power of the outstanding Shares entitled to vote present in person or by proxy, or, where any provision of law, the Declaration or these By- laws requires that holders of any series or class shall vote as a series or class, Shareholders entitled to cast votes representing 30 percent of the voting power of the outstanding Shares of that series or class entitled to vote present in person

or by proxy, may adjourn the meeting from time to time until a quorum shall be present. Only Shareholders of record shall be entitled to vote on any matter.

SECTION 6. INSPECTION OF RECORDS. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.

SECTION 7. ACTION WITHOUT MEETING. Any action which may be taken by Shareholders may be taken without a meeting if Shareholders holding Shares representing a majority of the voting power of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

SECTION 8. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEES AND OTHER SHAREHOLDER PROPOSALS.

(a) As used in this Section 8, the term “annual meeting” refers to any annual meeting of Shareholders as well as any special meeting held in lieu of an annual meeting as described in the first two sentences of Article III Section 1 of these Bylaws, and the term “special meeting” refers to all meetings of Shareholders other than an annual meeting or a special meeting in lieu of an annual meeting.

(b) The matters proposed by Shareholders to be considered and brought before any annual or special meeting of Shareholders shall be limited to only such matters, including the nomination and election of Trustees, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 8. Only persons who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible for election as Trustees, and no proposal to fix the number of Trustees shall be brought before an annual or special meeting of Shareholders or otherwise considered unless in accordance with the procedures set forth in this Section 8, except as may be otherwise provided in these Bylaws with respect to the right of holders of preferred shares of beneficial interest, if any, of the Trust to nominate and elect a specified number of Trustees in certain circumstances.

(c) For any matter to be properly before any annual meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of a majority of the Trustees pursuant to Article III Section 2 of these Bylaws or (ii) brought before the meeting in the manner specified in this Section 8(c) by a Shareholder of record entitled to vote at the meeting or by a Shareholder (a “Beneficial Owner”) that holds Shares entitled to vote at the meeting through a nominee or “street name” holder of record and that can demonstrate to the Trust such indirect ownership and such Beneficial Owner’s entitlement to vote such Shares, provided that the Shareholder was the Shareholder of record or the Beneficial Owner held such Shares at the time the notice provided for in this Section 8(c) is delivered to the Secretary.

In addition to any other requirements under applicable law and the Declaration of Trust and these Bylaws, persons nominated by Shareholders for election as Trustees and any other proposals by Shareholders may be properly brought before an annual meeting only pursuant to timely notice (the “Shareholder Notice”) in writing to the Secretary. To be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than forty-five (45) nor more than ninety (90) days prior to the first anniversary date of the date on which the Trust first sent its proxy materials for the prior year’s annual meeting; provided, however, with respect to the annual meeting to be held in the calendar years 2008 and 2009, the Shareholder Notice must be so delivered or mailed and so received on or before June 13, 2008 and May 1, 2009, respectively; provided further, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein by the later of the close of business on (i) the date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10^th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed.

Any Shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust shall deliver, as part of such Shareholder Notice: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person or persons to be nominated; (B) the class or series and number of all Shares of the Trust owned of record or beneficially by each such person or persons, as reported to such Shareholder by such nominee(s); (C) any other information regarding each such person required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other information regarding the person or persons to be nominated that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether such Shareholder believes any nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding each nominee that will be sufficient for the Trust to make such determination; and (ii) the written and signed consent of the person or persons to be nominated to be named as nominees and to serve as Trustees if elected. In addition, the Trustees may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee. Any Shareholder Notice required by this Section 8(c) in respect of a proposal to fix the number of Trustees shall also set forth a description of and the text of

the proposal, which description and text shall state a fixed number of Trustees that otherwise complies with applicable law, these Bylaws and the Declaration of Trust.

Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; (iii) such Shareholder’s name and address as they appear on the Trust’s books; (iv) any other information relating to the Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies with respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (v) the class or series and number of all Shares of the Trust owned beneficially and of record by such Shareholder; (vi) any material interest of such Shareholder in the matter proposed (other than as a Shareholder); (vii) a representation that the Shareholder intends to appear in person or by proxy at the Shareholder meeting to act on the matter(s) proposed; (viii) if the proposal involves nominee(s) for Trustees, a description of all arrangements or understandings between the Shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the Shareholder; and (ix) in the case of a Beneficial Owner, evidence establishing such Beneficial Owner’s indirect ownership of, and entitlement to vote, Shares at the meeting of Shareholders. As used in this Section 8, Shares “beneficially owned” shall mean all Shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

(d) For any matter to be properly before any special meeting, the matter must be specified in the notice of meeting given by or at the direction of a majority of the Trustees pursuant to Article III Section 2 of these Bylaws. In the event the Trust calls a special meeting for the purpose of electing one or more Trustees, any Shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Trust’s notice of meeting if and only if the Shareholder provides a notice containing the information required in the Shareholder Notice to the Secretary required with respect to annual meetings by Section 8(c) hereof, and such notice is delivered to or mailed and received at the principal executive office of the Trust not later than the close of business on the tenth (10^th) day following the day on which the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting are publicly announced or disclosed.

(e) For purposes of this Section 8, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser or an affiliate of such investment adviser with respect to the Trust.

(f) In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 8.

(g) The person presiding at any meeting of Shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to (i) determine whether a nomination or proposal of other matters to be brought before a meeting and notice thereof have been duly made and given in the manner provided in this Section 8 and elsewhere in these Bylaws and the Declaration of Trust and (ii) if not so made or given, to direct and declare at the meeting that such nomination and/or such other matters shall be disregarded and shall not be considered. Any determination by the person presiding shall be binding on all parties absent manifest error.

(h) Notwithstanding anything to the contrary in this Section 8 or otherwise in these Bylaws, unless required by federal law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been approved for these purposes by a majority of the Trustees and, in particular, no Beneficial Owner shall have any rights as a Shareholder except as may be required by federal law. Furthermore, nothing in this Section 8 shall be construed as creating any implication or presumption as to the requirements of federal law.

SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chair of the Trustees or by any one of the Trustees at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary, or the Clerk or an Assistant Clerk or by the officer, Chair of the Trustees or other Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wirelessed or sent by facsimile or other electronic means to each Trustee at his usual or last known business or residence address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. Except as provided by law the Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, which telephone conference meeting shall be deemed to have been held at a place designated by the Trustees at the meeting.

Participation in a telephone conference meeting shall constitute presence in person at such meeting.

SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees shall be present at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3) Trustees to hold office at the pleasure of the Trustees which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to the Executive Committee except those powers which by law, the Declaration or these By-Laws they are prohibited from delegating. The Trustees may also elect other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chair of any such Committee. In the absence of such designation a Committee may elect its own Chair.

Each Committee shall keep and maintain regular minutes of its meetings and records of decisions taken without a meeting.

SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board to consist in the first instance of not less than three (3) members. Members of such Advisory Board shall not be Trustees or officers and need not be Shareholders. A member of such Advisory Board shall hold office for such period as the Trustees may by resolution provide. Any member of such board may resign therefrom by a written instrument signed by him which shall take effect upon delivery to the Trust. The Advisory Board shall have no legal powers and shall not perform the functions of Trustees in any manner, such Advisory Board being intended merely to act in an advisory capacity. Such Advisory Board shall meet at such times and upon such notice as the Trustees may by resolution provide.

SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a President, a Treasurer and a Clerk, who shall be elected by the Trustees. In addition, there shall be a Chief Compliance Officer, who shall be elected or appointed by a majority of the Trustees, including a majority of the Trustees who are not Interested Persons of the Trust (“Independent Trustees”), and otherwise in accordance with rule 38a-1 (or any successor rule) under the 1940 Act, as such rule may be amended from time to time (“Rule 38a-1”). The Trustees may elect or appoint such other officers or agents of the Trust as the business of the Trust may require, including one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, one or more Assistant Treasurers, and one or more Assistant Clerks. The Trustees may delegate to any officer of the Trust or Committee the power to appoint any subordinate officers or agents. In addition, there shall be an office of Chair of the Trustees, which shall serve on behalf of the Trustees, but shall not be an office of the Trust. The office of Chair of the Trustees may be held by more than one person. Any Chair of the Trustees shall be elected by a majority of the Trustees, including a majority of the Independent Trustees.

SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise provided by law, the Declaration or these By-Laws, the Chair of the Trustees, the President, the Treasurer, the Clerk and the Chief Compliance Officer shall hold office until his resignation has been accepted by the Trustees or until his respective successor shall have been duly elected and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. All other officers shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. Any officer of the Trust may be, but none need be, a Trustee or

Shareholder. Any Chair of the Trustees shall be an Independent Trustee, shall not be an officer of the Trust and may be, but need not be, a Shareholder.

SECTION 3. REMOVAL AND RESIGNATION. The Trustees, at any regular or special meeting of the Trustees, may remove any officer of the Trust with or without cause by a vote or consent of a majority of the Trustees, provided that any removal of the Chief Compliance Officer shall also require the vote or consent of a majority of the Independent Trustees and otherwise be in accordance with the provisions of Rule 38a-1. Subject to the limitation on the termination of the Chief Compliance Officer noted above, the term of any officer of the Trust who is an employee of Massachusetts Financial Services Company (or any affiliate thereof) shall terminate automatically, without action of the Trustees, upon the effective date of termination (voluntary or otherwise) of such officer’s employment with MFS or applicable affiliate, unless otherwise specified by the Trustees. The Trustees may at any time remove any Chair of the Trustees with or without cause by a vote or consent of a majority of the Trustees, including a majority of the Independent Trustees. Any officer or agent appointed by any officer or Committee may be removed with or without cause by such appointing officer or Committee (subject to the provisions of Rule 38a-1 in the case of the Chief Compliance Officer). Any officer of the Trust or Chair of the Trustees may resign at any time by written instrument signed by him and delivered to the Trust. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no officer of the Trust or Chair of the Trustees resigning or removed shall have any right to any compensation for any period following his resignation or removal, or any right to damages on account of such removal.

SECTION 4. POWERS AND DUTIES OF THE CHAIR OF THE TRUSTEES. The powers and duties of the Chair of the Trustees shall include (i) calling meetings of the Trustees when deemed necessary, (ii) setting the agenda for meetings of the Trustees with input from officers of the Trust and, as necessary or appropriate, the Trust’s Investment Adviser and other service providers, (iii) presiding at all meetings of the Trustees, (iv) presiding at all meetings of Shareholders, except that the Chair of the Trustees may appoint the President or another officer of the Trust to preside at such meetings in place of the Chair of the Trustees, (v) acting as a liaison between the Board of Trustees and the Trust’s officers, Investment Adviser and other service providers and (vi) exercising such other powers and duties relating to the operations of the Trustees as, from time to time, may be conferred upon or assigned to such office by the Trustees, provided that the Chair of the Trustees shall have no individual authority to act for the Trust as an officer of the Trust. In carrying out the responsibilities and duties of the office, the Chair of the Trustees may seek assistance and input from other Trustees or Committees of the Trustees, officers of the Trust and the Trust’s Investment Adviser and other service providers, as deemed necessary or appropriate. In the absence or disability of the Chair of the Trustees, a majority of the Trustees, including a majority of the Independent Trustees, shall appoint an Independent Trustee to perform the duties and exercise the powers of the Chair of the Trustees, provided that, unless and until such appointment is made, all of the Independent Trustees shall collectively perform such duties and exercise such powers.

SECTION 5. POWERS AND DUTIES OF THE PRESIDENT. Subject to the control of the Trustees, the Chair of the Trustees and any Committees of the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust, including the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. The President shall be the chief executive officer of the Trust. The President shall have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall perform such other duties as may be assigned to him from time to time by the Trustees or the Chair of the Trustees.

SECTION 6. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees or the President.

SECTION 7. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be the principal financial and accounting officer of the Trust. The Treasurer shall deliver all funds of the Trust which may come into his hands to such custodian as the Trustees may employ. The Treasurer shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

SECTION 8. POWERS AND DUTIES OF THE CLERK. The Clerk shall keep the minutes of all meetings of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. He or the Secretary, if any, shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he shall in general perform all duties incident to the office of Clerk and such other duties as from time to time may be assigned to him by the Trustees.

SECTION 9. POWERS AND DUTIES OF THE SECRETARY. The Secretary, if any, shall keep the minutes of all meetings of the Trustees. He shall perform such other duties and have such other powers in addition to those specified in these By-Laws as the Trustees shall from time to time designate. If there be no Secretary or Assistant Secretary, the Clerk shall perform the duties of Secretary.

SECTION 10. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant

Treasurer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

SECTION 11. POWERS AND DUTIES OF ASSISTANT CLERKS. In the absence or disability of the Clerk, any Assistant Clerk designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Clerk. The Assistant Clerks shall perform such other duties as from time to time may be assigned to them by the Trustees.

SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all of the duties, and may exercise any of the powers, of the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Trustees.

SECTION 13. POWERS AND DUTIES OF THE CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall perform the duties and have the responsibilities of the chief compliance officer of the Trust in accordance with Rule 38a-1, and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a Committee of the Trustees in carrying out his functions.

SECTION 14. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE ADVISORY BOARD. Subject to any applicable law or provision of the Declaration, the compensation of the officers of the Trust and Trustees (including the Chair of the Trustees) and members of the Advisory Board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees, provided that any compensation of the Chief Compliance Officer shall be approved by a majority of the Trustees, including a majority of the Independent Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee.

The fiscal year of the Trust shall be as specified on Appendix A hereto, provided, however, that the Trustees may from time to time change the fiscal year of the Trust or any series.

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

Whenever any notice is required to be given by law, the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wirelessed or sent by facsimile or other electronic means for the purposes of these By-Laws when it has been delivered to a representative of any telegraph, cable or wireless company with instruction that it be telegraphed, cabled or wirelessed or when a confirmation of such facsimile having been sent, or a confirmation that such electronic means has sent the notice being transmitted, is generated. Any notice shall be deemed to be given at the time when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by facsimile or other electronic means.

The Trustees may from time to time issue and sell or cause to be issued and sold Shares for cash or other property. The Shares, including additional Shares which may have been repurchased by the Trust (herein sometimes referred to as “treasury shares”), may not be sold at a price less than the net asset value thereof (as defined in Article XI hereof) determined by or on behalf of the Trustees next after the sale is made or at some later time after such sale.

No Shares need be offered to existing Shareholders before being offered to others. No Shares shall be sold by the Trust (although Shares previously contracted to be sold may be issued upon payment therefor) during any period when the determination of net asset value is suspended. In connection with the acquisition by merger or otherwise of all or substantially all the assets of an investment company (whether a regulated or private investment company or a personal holding company), the Trustees may issue or cause to be issued Shares and accept in payment therefor such assets valued at not more than market value thereof in lieu of cash, notwithstanding that the federal income tax basis to the Trust of any assets so acquired may be less than the market value, provided that such assets are of the character in which the Trustees are permitted to invest the funds of the Trust.

The term “net asset value” per Share of any class or series of Shares shall mean: (i) the value of all assets of that series or class; (ii) less total liabilities of such series or class; (iii) divided by the number of Shares of such series or class outstanding, in each case at the time of

such determination, all as determine by or under the direction of the Trustees. Such value shall be determined on such days and at such time as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by or pursuant to the direction of the Trustees or a Committee thereof, provided, however, that the Trustees, without shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act, including use of the amortized cost method. The Trustees may delegate any powers and duties under this Article XI with respect to appraisal of assets and liabilities. At any time the Trustees may cause the value per share last determined to be determined again in a similar manner and may fix the time when such predetermined value shall become effective. Determinations of net asset value made by the Trustees or their delegates in good faith shall be binding on all parties concerned.

SECTION 1. LIMITATIONS ON DISTRIBUTIONS. The total of distributions to Shareholders of a particular series or class paid in respect of any one fiscal year, subject to the exceptions noted below, shall, when and as declared by the Trustees, be approximately equal to the sum of:

The decision of the Trustees as to what, in accordance with generally accepted accounting principles, is income and what is principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of the Trust shall be charged

against principal and what against income shall be final, all subject to any applicable provisions of the 1940 Act. For the purposes of the limitation imposed by this Section 1, Shares issued pursuant to Section 2 of this Article XII shall be valued at the amount of cash which the Shareholders would have received if they had elected to receive cash in lieu of such Shares.

Inasmuch as the computation of net income and gains for federal income tax purposes may vary from the computation thereof on the books of the Trust, the above provisions shall be interpreted to give to the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes. Any payment made to Shareholders pursuant to clause (ii) and/or clause (iii) of this Section 1 shall be accompanied by a written statement showing the source or sources of such payment, and the basis of computation thereof.

SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees shall have power, to the fullest extent permitted by the laws of The Commonwealth of Massachusetts but subject to the limitation as to cash distributions imposed by Section 1 of this Article XII, at any time or from time to time to declare and cause to be paid distributions payable at the election of any Shareholder of any series or class (whether exercised before or after the declaration of the distribution) either in cash or in Shares of such series, provided that the sum of:

In the case of a distribution payable in cash or Shares at the election of a Shareholder, the Trustees may prescribe whether a Shareholder, failing to express his election before a given time shall be deemed to have elected to take Shares rather than cash, or to take cash rather then Shares, or to take Shares with cash adjustment of fractions.

The Trustees, in their sole discretion, may cause the Trust to require that all distributions payable to a shareholder in amounts less than such amount or amounts determined from time to time by the Trustees be reinvested in additional shares of the Trust rather than paid in cash, unless a shareholder who, after notification that his distributions will be reinvested in additional shares in accordance with the preceding phrase, elects to receive such distributions in cash. Where a shareholder has elected to receive distributions in cash and the postal or other delivery service is unable to deliver checks to the shareholder’s address of record, the Trustees, in their sole discretion, may cause the Trust to require that such Shareholder’s distribution option be converted to having all distributions reinvested in additional shares.

SECTION 3. STOCK DIVIDENDS. Anything in these By-Laws to the contrary notwithstanding, the Trustees may at any time declare and distribute pro rata among the Shareholders of any series or class a “stock dividend” out of either authorized but unissued Shares of such series or class or treasury Shares of such series or class or both.

These By-Laws, or any of them, may be altered, amended, repealed or restated, or new By-Laws may be adopted, at any time by the Trustees. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees.

SECTION 1. FORUM FOR ADJUDICATION OF DISPUTES. Unless the Trust consents in writing to the selection of an alternative forum, (i) any action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim against the Trust (or a series thereof), or against any trustee, officer or other employee of the Trust, whether arising under federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration, these By-Laws, or any agreement on behalf of the Trust authorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section.

of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

SECTION 2. CLAIMS. As used herein, a “direct Shareholder claim” shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Article III, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim” as used herein.

a. Derivative Claims. No Shareholder shall have the right to bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders.

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of [●], 2025, by and between MFS Multimarket Income Trust, a Massachusetts business trust with its principal place of business at 111 Huntington Avenue, Boston, Massachusetts 02199 (the “Acquiring Fund”), and [MFS Intermediate High Income Fund /MFS Charter Income Trust/MFS Government Markets Income Trust/MFS Intermediate Income Trust], a Massachusetts business trust with its principal place of business at 111 Huntington Avenue, Boston, MA 02199 (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

abrdn Inc., a Delaware corporation registered under the Investment Advisers Act of 1940 and the proposed investment adviser to the Acquiring Fund following the reorganization, (“Aberdeen”) joins this Agreement solely for purposes of Section 4.4, 8.2 and 11, and Massachusetts Financial Services Company, a [●] registered under the Investment Advisers Act of 1940 and the current investment adviser to the Acquired Funds and Acquiring Fund (“MFS”) joins this Agreement solely for purposes of Sections 4.3, 8.2 and 11.

WHEREAS, the reorganization will consist of (i) the transfer of all of the Assets (as defined in Section 1.2) of the Acquired Fund to the Acquiring Fund in exchange for (A) Stock Consideration (as defined in Section 2.3), which shall be comprised of newly issued common shares of beneficial interest of the Acquiring Fund, no par value, (the “Acquiring Fund Shares”) calculated in accordance with Section 2 hereto, and (B) the assumption of all Assumed Liabilities (as defined in Section 1.3) of the Acquired Fund by the Acquiring Fund, and (ii) the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders (as defined below) plus any cash delivered in lieu of fractional Acquiring Fund Shares as part of the complete liquidation of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”); and

WHEREAS, the Acquiring Fund and the Acquired Fund are each closed-end management investment companies registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Acquired Fund owns securities or other instruments which are assets of the character in which the Acquiring Fund is permitted to invest; and

WHEREAS, the Acquiring Fund is authorized to issue its shares of beneficial interest; and

WHEREAS, the Board of Trustees of the Acquiring Fund (the “Acquiring Fund Board”) and the Board of Trustees of the Acquired Fund (the “Acquired Fund Board”) have authorized and approved the Reorganization; and

WHEREAS, each of Aberdeen and MFS have entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Aberdeen, or its affiliate, agreed to acquire, and MFS agreed to sell, certain assets relating to MFS’s business; and

WHEREAS, it is intended that, for federal income tax purposes, (i) the transactions contemplated by this Agreement shall qualify as a “reorganization” within the meaning of

Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) that the Agreement shall constitute a “plan of reorganization” and liquidation for purposes of the Code.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, intending to be legally bound hereby, the parties hereto covenant and agree as follows:

(a) Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, and in accordance with the laws of the Commonwealth of Massachusetts, at the Effective Time (as defined in Section 2.5), the Acquired Fund shall assign, deliver and otherwise transfer the Assets (as defined in Section 1.2) to the Acquiring Fund, and the Acquiring Fund shall assume the Assumed Liabilities (as defined in paragraph 1.3) of the Acquired Fund in exchange for the Stock Consideration. At the Effective Time, the Acquiring Fund shall issue Acquiring Fund Shares to the Acquired Fund, which shall transfer such shares to the Acquired Fund Shareholders as hereinafter provided. The number of Acquiring Fund Shares shall be determined as set forth in Section 2.3. [No fractional Acquiring Fund Shares (unless such shares are to be held in a Dividend Reinvestment and Cash Purchase Plan Account)] shall be issued and Acquired Fund Shareholders otherwise entitled to receive fractional Acquiring Fund Shares shall be paid cash in lieu thereof, as provided in Section 2.4.]

(b) The Acquired Fund will pay or cause to be paid to the Acquiring Fund interest, cash or such dividends, rights and other payments received for the account of the Acquired Fund on or after the Effective Time with respect to the Assets of the Acquired Fund. Any such distribution shall be deemed included in the Assets transferred to the Acquiring Fund at the Effective Time and shall not be separately valued unless the securities in respect of which such payment is made shall have gone “ex” such distribution prior to the Effective Time, in which case any such distribution which remains unpaid at the Effective Time shall be included in the determination of the value of the Assets of the Acquired Fund acquired by the Acquiring Fund.

(c) The Acquired Fund will, within a reasonable period of time before the Closing Date (as defined in Section 3.1 below), furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. [The Acquiring Fund will, within a reasonable period of time before the Closing Date, identify the investments, if any, on the Acquired Fund’s portfolio that (by itself or in the aggregate with the investments in the Acquiring Fund’s portfolios) do not conform to the Acquiring Fund’s investment objectives, policies and/or restrictions and will notify the Acquired Fund accordingly] The Acquired Fund will, if reasonably requested by the Acquiring Fund, dispose of such investments as may be difficult or impracticable to transfer.] Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of any portion of its assets if, in the reasonable judgment of the Acquired Fund’s Board of Trustees or investment adviser, such disposition would create more than an insignificant risk that the

Reorganization would not be treated as a “reorganization” described in Section 368(a)(1) of the Code or would otherwise not be in the best interests of the Acquired Fund.

1.2. Assets of the Acquired Fund. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property that can legally be transferred, whether accrued or contingent, known or unknown, including, without limitation, all cash, cash equivalents, securities, receivables (including securities, interests and dividends receivable), commodities and futures interests, rights to register shares under applicable securities laws, any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund at the Valuation Time (as defined in Section 3.2), books and records of the Acquired Fund (or copies thereof consistent with Rule 31a-3 under the 1940 Act), and any other property owned by the Acquired Fund at the Valuation Time (collectively, the “Assets”). For the avoidance of doubt, the Assets shall not include any assets or property that cannot be transferred to the Acquiring Fund pursuant to applicable law or regulation.

1.3. Liabilities of the Acquired Fund. The Acquired Fund will use commercially reasonable efforts to discharge, or make provisions for, all of its known liabilities and obligations prior to the Effective Time consistent with its obligation to continue its operations and to pursue its investment objective and strategies in accordance with the terms as presented in the Proxy Statement/Prospectus (as defined in Section 5.6) in connection with the Reorganization. To the extent the Acquired Fund is unable to discharge or make provisions for any such liability or obligation prior to the Effective Time, the Acquiring Fund will assume all liabilities of the Acquired Fund whether accrued or contingent, known or unknown (collectively, the “Assumed Liabilities”). At and after the Effective Time, such Assumed Liabilities shall become and be the liabilities of the Acquiring Fund and may be enforced against the Acquiring Fund to the extent as if the same had been incurred by the Acquiring Fund.

1.4. Distribution of Acquiring Fund Shares to Acquired Fund Shareholders. As soon as is reasonably practicable after receipt from the Acquiring Fund of the Stock Consideration pursuant to Section 1.1, the Acquired Fund will distribute (in accordance with the terms hereof), in complete liquidation of the Acquired Fund, to the record holders of the shares of the Acquired Fund determined as of the Valuation Time (the “Acquired Fund Shareholders”) in such amounts as determined pursuant to the terms hereof and in accordance with such shareholders’ entitlements thereto all the Acquiring Fund Shares and any cash delivered in lieu of fractional Acquiring Fund Shares. The distribution of Acquiring Fund Shares will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders entitled to receive Acquiring Fund Shares. The distribution shall be made to the Acquired Fund Shareholders entitled thereto. Thereafter, all issued and outstanding shares of the Acquired Fund (the “Acquired Fund Shares”) will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue share certificates representing the Acquiring Fund Shares in connection with such transfer,

except for any global certificate or certificates required by a securities depository in connection with the establishment of book-entry ownership of the Acquiring Fund Shares.

1.5. Recorded Ownership of Acquiring Fund Shares. Ownership by Acquired Fund Shareholders of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s Transfer Agent at the Closing (as defined below), or as soon thereafter as is reasonably practicable.

1.6. Filing Responsibilities of Acquired Fund. Except as otherwise expressly provided herein or agreed to in writing by the parties prior to the Closing Date (as defined in Section 3.1), any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), the exchange on which the Acquired Fund’s shares are listed, any state securities commission, any state corporate registry, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund up to and including the Closing Date, and if applicable, such later date on which the Acquired Fund is dissolved under the laws of the Commonwealth of Massachusetts. Thereafter, any such reporting responsibility of the Acquired Fund shall be the responsibility of the Acquiring Fund.

1.7. Transfer Taxes. Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred and any request for such transfer shall be accompanied by proper documentation.

1.8. Termination. Promptly after the distribution of Acquiring Fund Shares pursuant to Section 1.4, the Acquired Fund shall take, in accordance with Massachusetts law, the 1940 Act and the Acquired Fund’s Declaration of Trust, all steps as may be necessary or appropriate to effect a complete deregistration, liquidation, dissolution and termination of the Acquired Fund as soon as reasonably practicable.

2.1. Net Asset Value per Acquired Fund Share. For purposes of the Closing, the net asset value per Acquired Fund Share shall be the net asset value computed as of the Valuation Time in accordance with Section 3.2 , after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Acquired Fund adopted by the Acquired Fund Board. No adjustment shall be made in the net asset value of either the Acquiring Fund or an Acquired Fund to take into account differences in realized and unrealized gains and losses as of the Valuation Time.

2.2. Net Asset Value per Acquiring Fund Share. For purposes of the Closing, the net asset value per Acquiring Fund Share shall be the net asset value computed as of the Valuation Time (in accordance with Section 3.2) , after the declaration and payment of

any dividends and/or other distributions on that date, using the valuation procedures of the Acquiring Fund adopted by the Acquiring Fund Board.

2.3. Calculation of Number of Acquiring Fund Shares. As of the Effective Time, each Acquired Fund Share outstanding immediately prior to the Effective Time shall be exchanged for Acquiring Fund Shares in an amount equal to the ratio of the net asset value per share of the Acquired Fund determined in accordance with Section 2.1 to the net asset value per share of the Acquiring Fund determined in accordance with Section 2.2 (“Stock Consideration”).

2.4. Fractional Shares. [No fractional Acquiring Fund Shares will be distributed [(unless such shares are to be held in a Dividend Reinvestment and Cash Purchase Plan Account)]. In the event Acquired Fund Shareholders would be entitled to receive fractional Acquiring Fund Shares, the Acquiring Fund’s transfer agent (the “Transfer Agent”) will aggregate such fractional shares and sell the resulting whole shares on the exchange on which such shares are listed, and each such Acquired Fund Shareholder will be entitled to a pro rata share of the proceeds from such sale in connection with the distribution described in Section 1.4. With respect to the aggregation and sale of fractional Acquiring Fund Shares, the Transfer Agent will transfer the cash proceeds from the sale of such Acquiring Fund Shares, net of brokerage commissions, if any, directly to the Acquired Fund for further distribution to Acquired Fund Shareholders entitled to receive the fractional shares (without interest and subject to withholding taxes)].

2.5. Effective Time. The Reorganization shall be effective immediately prior to the opening of regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date (as defined in Section 3.1) or any such other date and time as may be mutually agreed upon in writing by the parties hereto (the “Effective Time”).

3.1. Closing. Unless this Agreement is earlier terminated pursuant to Section 9.2, the Reorganization, together with related acts necessary to consummate the same (the “Closing”), shall occur at the principal office of the Acquiring Fund or via the electronic exchange of documents on the Closing Date (as defined below) applicable to the Acquired Fund, or such other date or place as an officer of the Acquiring Fund and an officer of the Acquired Fund may agree in writing and after satisfaction or waiver (to the extent permitted by applicable law) of the conditions precedent to the Closing set forth in Section 6 of this Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of those conditions at the Closing), immediately prior to the opening of regular trading on the NYSE (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of the Effective Time.

3.2. Valuation Time. The Valuation Time shall be as of 4:00 p.m. Eastern time on the business day immediately preceding the Closing Date or such earlier or later day as may be mutually agreed upon in writing by the Acquiring Fund and the Acquired Fund (the “Valuation Time”).

3.3. Transfer and Delivery of Assets. The Acquired Fund shall direct State Street Bank and Trust Company, NA (“State Street”), as custodian for the Acquired Fund, to deliver to the Acquiring Fund at the Closing a certificate or representation of an authorized officer of State Street stating that the Assets were delivered in proper form to the Acquiring Fund at the Effective Time. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by State Street, on behalf of the Acquired Fund, to State Street, as custodian for the Acquiring Fund. Such presentation shall be made for examination as soon as reasonably practicable following the Effective Time and shall be transferred and delivered by the Acquired Fund as soon as reasonably practicable following the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. State Street, on behalf of the Acquired Fund, shall deliver to State Street, as custodian of the Acquiring Fund, as of the Effective Time, by book entry, in accordance with the customary practices of State Street and of each “securities depository,” as defined in Rule 17f-4 under the 1940 Act, in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds or by such other manner as State Street, as custodian of the Acquired Fund, deems appropriate.

3.4. Share Records. The Acquired Fund shall direct Computershare Inc., in its capacity as Transfer Agent for the Acquired Fund, to deliver to the Acquiring Fund at the Closing a certificate or other documentation of an authorized officer of the Transfer Agent stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each such Acquired Fund Shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund a confirmation evidencing that the Transfer Agent has been instructed to credit an appropriate number of Acquiring Fund Shares (as calculated in accordance with the terms hereof) to the Acquired Fund as of the Effective Time, or provide other evidence reasonably satisfactory to the Acquired Fund as of the Effective Time that such Acquiring Fund Shares will be credited to the Acquired Fund’s accounts on the books of the Acquiring Fund.

3.5. Postponement of Valuation Time. In the event that at the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (the “Market”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Market or elsewhere shall be disrupted so that, in the mutual judgment of the Boards of Trustees or officers of the Acquired Fund and the Acquiring Fund, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund, respectively, is impracticable, the Valuation Time and Closing Date shall be postponed until the first Business Day, or other mutually agreed Business Day, after the day when trading shall have been fully resumed and reporting shall have been restored.

3.6. Failure To Deliver Assets. If the Acquired Fund is unable to make delivery pursuant to Section 3.2 to the custodian for the Acquiring Fund of any of the Assets of the Acquired Fund for the reason that any of such Assets have not yet been delivered to it by the Acquired Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the

Acquired Fund shall deliver, with respect to said Assets, executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the Acquiring Fund or its custodian, including brokers’ confirmation slips, and shall use its reasonable best efforts to deliver any such Assets to the custodian as soon as reasonably practicable. In addition, with respect to any Asset that requires additional documentation by an Asset’s issuer or other third party in order to effect a transfer of such Asset, the Acquired Fund will identify each such asset to the Acquiring Fund on a mutually agreed upon date prior to the Closing Date and will engage with the Acquiring Fund to complete such documentation as necessary to transfer such Assets to the Acquiring Fund’s custodian as soon as reasonably practicable.

4.1. Representations and Warranties of the Acquired Fund. Except as has been fully disclosed to the Acquiring Fund as of the date hereof in a written instrument executed by an officer of the Acquired Fund (such written instrument, the “Acquired Fund Disclosures”), the Acquired Fund represents and warrants to the Acquiring Fund as follows:

(a) The Acquired Fund is an unincorporated voluntary association (commonly known as a “Massachusetts business trust”) validly existing, and in good standing under the laws of the Commonwealth of Massachusetts with power under its Agreement and Declaration of Trust and By-laws, each as amended from time-to-time, to own all of its properties and assets and to carry on its business as it is presently conducted. The Acquired Fund is qualified or licensed to do business and is in good standing in every jurisdiction where its business so requires, except for such failures to be so qualified or licensed as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Fund.

(b) The Acquired Fund is registered with the Commission as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. The Acquired Fund Shares have been registered under and sold in compliance with the Securities Act of 1933, as amended (the “1933 Act”).

(i) the Acquired Fund has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; and

(ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Acquired Fund have been duly authorized by all necessary action on the part of the Acquired Fund.

(d) Assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, this Agreement constitutes the valid and binding obligation of the Acquired Fund, enforceable against the Acquired Fund in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as to enforceability, laws governing specific performance, injunctive relief and other equitable remedies.

(e) At the Effective Time, except as otherwise disclosed in writing to the Acquiring Fund, (i) the Acquired Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances except for any (A) encumbrances arising under this Agreement, if any, or (B) encumbrances relating to the transferability of securities arising under applicable securities laws, if any; (ii) immediately upon delivery and payment for the Assets, the Acquiring Fund will acquire all rights of the Acquired Fund thereto, subject to no restrictions on the full transfer thereof other than such restrictions as might arise under the 1933 Act or as otherwise disclosed to the Acquiring Fund; and (iii) no person or entity (other than the Acquired Fund) has any rights, title to or interests in the Assets.

(f) No consent, approval, authorization, or order of any court or governmental or similar authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, and such as may be required under state securities laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(g) The shareholder reports of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used during the three year period prior to the date of this Agreement conform or conformed at the time of their use in all material respects to the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not and did not at the time of their use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(h) Assuming all requisite organizational and regulatory approvals contemplated in Section 5.5 and Section 5.10, to the extent applicable, are obtained and remain in full force and effect, the Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in: (i) a violation of securities laws (including the 1933 Act, the 1940 Act and applicable state blue sky laws) or any federal, state, local, municipal, provincial, territorial, national, foreign or other statute, law (including common law), act, code, order, award, injunction, decree, judgment, verdict, rule, constitution, directive, resolution, or regulation enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental body (“Law”) applicable to the Acquired Fund, (ii) a conflict with or violation of its Declaration of Trust and By-laws, each as amended from time to time, (iii) conflict with any agreement, indenture, instrument, contract, lease or other

undertaking to which the Acquired Fund is a party or by which it is bound, (iv) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound or (v) the requirement to obtain any governmental authorization or make any filing with or provide any notice to any court, governmental body, arbitral body (public or private) or any entity or body exercising similar authority (a “Governmental Authority”) or provide any notice to, or obtain any approval, consent or waiver of, any other person, except, solely with respect to clauses (i), (iii) (iv) and (v) where such breach or default or failure to notify or obtain approval, consent or waiver would not reasonably be expected to have a material adverse impact on the Acquired Fund or would not adversely impact its ability to consummate or materially delay the transactions contemplated by this Agreement.

(i) All material contracts or other commitments of the Acquired Fund (other than this Agreement) will terminate without liability or obligation to the Acquired Fund on or prior to the Effective Time.

(j) Except as otherwise disclosed to and accepted by the Acquiring Fund in writing, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Acquired Fund’s knowledge, threatened against the Acquired Fund or any of the Acquired Fund’s properties or assets that, if adversely determined, is reasonably likely to materially and adversely affect the Acquired Fund’s financial condition or the conduct of its business. The Acquired Fund knows of no facts which are reasonably likely to form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquired Fund’s business or its ability to consummate the transactions herein contemplated.

(k) The financial statements and financial highlights of the Acquired Fund at, as of and for its most recently completed fiscal year ended [●], 20[ ], have been audited by [●], independent registered public accounting firm to the Acquired Fund, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, except as otherwise disclosed therein, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial position, results of operations, and changes in net assets of the Acquired Fund as of such date and for the period then ended, and there are no known contingent liabilities of the Acquired Fund required to be reflected on the statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. The Acquired Fund maintains standard accounting policies established and administered in accordance with GAAP. The Acquired Fund has established and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance (i) that its business is operated, in all material respects, in accordance with applicable Laws, (ii) regarding the reliability of the Acquired Fund’s financial reporting and the preparation of financial statements in accordance with GAAP and (iii) that material receipts and expenditures of the Acquired Fund are being made in accordance with the authorization of the officers and directors (or their equivalent)

of such entity. To the Acquired Fund’s knowledge, in the past five (5) years, there has been no Fraud, or claim or allegation of Fraud, by or against the named executive officers of the Acquired Fund relating to the operation of the Acquired Fund or the preparation of its financial statements.

(l) Since the end of the Acquired Fund’s most recent fiscal year on [ ], 20[ ], there has not been any change in the Acquired Fund’s financial condition, assets and liabilities or business that would be, individually or in the aggregate, materially adverse to the Acquired Fund, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness. For the purposes of this Section 4.1(l), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by the Acquired Fund, the discharge of the Acquired Fund’s liabilities, or purchase or the redemption of the Acquired Fund’s shares by shareholders of the Acquired Fund shall not, in and of itself, constitute a material adverse change either individually or in the aggregate.

(m) The Acquired Fund does not have any liabilities or obligations, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due (collectively, the “Liabilities”) arising out of or related to its business, other than liabilities or obligations that (i) are expressly reflected or reserved against on the financial statements of the Acquired Fund, (ii) were incurred in the ordinary course of business consistent with past practice that do not arise from a breach of contract, tort, infringement or violation of Law, including the performance of any contract to which the Acquired Fund is a party as of the date hereof, (iii) individually and in the aggregate would not be materially adverse to the Acquired Fund, (iv) arise out of the termination of any contract in connection with the transaction contemplated by this Agreement, or (v) do not and will not materially impair the ability of the Acquired Fund to perform its obligations hereunder, or the ability of the Acquiring Fund to conduct the business from and after the Closing as it is currently or proposed to be conducted. Other than the Assumed Liabilities and any Liabilities of the Acquired Fund required to be paid by Aberdeen in accordance with Section 8.1(b), the Acquired Fund will use commercially reasonable efforts to discharge, or make provisions for, all of its known Liabilities before the Effective Time.

(n) At the Effective Time, all material federal, state, local and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by Law to have been filed by the Acquired Fund as of such date (including any extensions, if any) shall have been filed and are or will be correct in all material respects, and all material federal, state, local and other taxes shown as due or required to be shown as due on said returns, forms and reports shall have been paid or provision shall have been made for the payment thereof, and no such return is currently under material audit, and no material assessment has been asserted, in writing, with respect to such returns, which assessment has not been resolved.

(o) The Acquired Fund has elected to be treated as a “regulated investment company” under Subchapter M of the Code. For each taxable year since its election to be treated as such, including the taxable year ended on the Closing Date, the Acquired Fund has met the requirements of Subchapter M of the Code for qualification

and treatment as a regulated investment company within the meaning of Section 851 of the Code and has been eligible to and has computed its federal income tax under Section 852 of the Code and expects to continue to meet such requirements at all times through the Closing Date. The Acquired Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply to the Acquired Fund.

(p) The Acquired Fund is in compliance in all material respects with applicable Treasury regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest. To the Acquired Fund’s knowledge, the Acquired Fund has complied in all material respects with applicable requirements for collection and maintenance of IRS Forms W-9 and/or Forms W-8 and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld under applicable tax law and is not liable for any material penalties which could be imposed thereunder. The Acquired Fund is not under material audit by any federal, state or local taxing authority, and there are no actual or proposed material tax deficiencies with respect to the Acquired Fund that have been presented to the Acquired Fund in writing.

(q) All of the issued and outstanding shares of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in Section 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any of the Acquired Fund Shares.

(r) The Proxy Statement/Prospectus (as defined in Section 5.6), insofar as it relates to information provided by the Acquired Fund for the use therein, will, as of the effective time of the Acquiring Fund’s registration statement on Form N-14 (the “Registration Statement”) in which it is included and any time prior to the Effective Time: (i) not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which such statements were made, not misleading and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations of the Commission thereunder; provided, however, that the representations and warranties of this subsection (s) shall not apply to statements in or omissions from the Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquiring Fund for use therein.

(s) To the knowledge of the Acquired Fund, there are no brokers or finders entitled to receive any payments from, in connection with this Agreement and the transactions contemplated herein.

(t) The Acquired Fund satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

4.2. Representations and Warranties of the Acquiring Fund. Except as (i) has been fully disclosed to the Acquired Fund as of the date hereof in a written instrument executed by an officer of the Acquiring Fund (such written instrument, the “Acquiring Fund Disclosures”), or (ii) has been disclosed in any material forms, documents or reports (including any amendments thereto and any exhibits or other documents incorporated by reference therein), other than any disclosures set forth under the heading “Risk Factors” and any disclosures that are forward looking in nature, filed or furnished by the Acquiring Fund prior to the date of this Agreement with the United States Securities and Exchange Commission, Acquiring Fund represents and warrants to the Acquired Fund as follows:

(a) The Acquiring Fund is an unincorporated voluntary association (commonly known as a “Massachusetts business trust”) organized, validly existing, and in good standing under the Laws of the Commonwealth of Massachusetts with power under its Agreement and Declaration of Trust and By-laws, each as amended from time-to-time, to own all of its properties and assets and to carry on its business as it is presently conducted. The Acquiring Fund is duly qualified or licensed to do business and is in good standing in every jurisdiction where its business so requires, except for such failures to be so qualified or licensed as would not, individually or in the aggregate, reasonably be expected to be material to the Acquiring Fund.

(b) The Acquiring Fund is registered with the Commission as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. The Acquiring Fund Shares have been registered and sold in compliance with the 1933 Act.

(c) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Acquiring Fund have been duly authorized by all necessary action on the part of the Acquiring Fund.

(d) Assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, this Agreement constitutes the valid and binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as to enforceability, Laws governing specific performance, injunctive relief and other equitable remedies.

(e) No consent, approval, authorization, or order of any court or governmental or similar authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities Laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(f) The shareholder reports, of the Acquiring Fund and each prospectus and statement of additional information of the Acquiring Fund used during the three year period prior to the date of this Agreement conform or conformed at the time of their use, in each case, in all material respects to the applicable requirements of the 1933 Act, the

1934 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not or did not at the time of their use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(g) Assuming all requisite filings and approvals contemplated hereby are made or obtained and remain in full force and effect, the execution, delivery and performance of this Agreement will not result, in: (i) a violation of Laws applicable to the Acquiring Fund, (ii) a conflict with or violation of its Declaration of Trust and By-laws, each as amended from time to time, (iii) conflict with any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound, (iii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound, or (iv) the requirement to obtain any governmental authorization or make any filing with or provide any notice to any Governmental Authority or provide any notice to, or obtain any approval, consent or waiver of, any other person, except, solely with respect to clauses (i), (iii), (iv) and (v) where such breach or default or failure to notify or obtain approval, consent or waiver would not reasonably be expected to have a material adverse impact on the Acquired Fund or would not adversely impact its ability to consummate or materially delay the transactions contemplated by this Agreement.

(h) Except as otherwise disclosed to and accepted by the Acquiring Fund in writing, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Acquired Fund’s knowledge, threatened against the Acquired Fund or any of the Acquired Fund’s properties or assets that, if adversely determined, is reasonably likely to materially and adversely affect the Acquired Fund’s financial condition or the conduct of its business. The Acquired Fund knows of no facts which are reasonably likely to form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquired Fund’s business or its ability to consummate the transactions herein contemplated.

(i) The financial statements and financial highlights of the Acquiring Fund at, as of and for its most recently completed fiscal year ended [●], 20[ ], have been audited by [●], independent registered public accounting firm to the Acquiring Fund, and have been prepared in all material respects in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) present fairly, in all material respects, the financial position, results of operations, and changes in net assets of the Acquiring Fund as of such date and for the period then ended, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on the statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. The Acquiring Fund has established and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance (i) that its business is operated, in all material respects, in accordance with

applicable Laws, (ii) regarding the reliability of the Acquiring Fund’s financial reporting and the preparation of financial statements in accordance with GAAP and (iii) that material receipts and expenditures of the Acquiring Fund are being made in accordance with the authorization of the officers and directors (or their equivalent) of such entity. To the Acquiring Fund’s knowledge, in the past five (5) years there has been no Fraud, or claim or allegation of Fraud, by or against the named executive officers of the Acquiring Fund relating to the operation of the Acquiring Fund or the preparation of its financial statements.

(j) Since the end of the Acquired Fund’s most recent fiscal year on [●], 2025, there has not been any change in the Acquiring Fund’s financial condition, assets and liabilities (on a consolidated basis) or business that would be, individually or in the aggregate, materially adverse to the Acquiring Fund, other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness. For the purposes of this Section 4.2(j), a decline in net asset value per share of Acquiring Fund Shares due to declines in market values of securities held by the Acquiring Fund, the discharge of the Acquiring Fund’s liabilities, or purchase or the redemption of the Acquiring Fund’s shares by shareholders of the Acquiring Fund shall not, in and of itself, constitute a material adverse change either individually or in the aggregate (provided, any change, event, occurrence or fact underlying such decline in market values of the securities may be taken into account in determining where a material adverse change has occurred).

(k) To the Acquiring Fund’s knowledge, the Acquiring Fund does not have any Liabilities arising out of or related to its business, other than liabilities that (i) are expressly reflected or reserved against on the financial statements of the Acquiring Fund, (ii) were incurred in the ordinary course of business consistent with past practice, that do not arise from a breach of contract, tort, infringement or violation of Law, (iii) individually and in the aggregate would not be materially adverse to the Acquiring Fund, (iv) arise out of the termination of any contract in connection with the transaction contemplated by this Agreement, or (v) do not and will not materially impair the ability of the Acquiring Fund to perform its obligations hereunder, or the ability of the Acquiring Fund to conduct the business from and after the Closing as it is currently or proposed to be conducted.

(l) At the Effective Time, all material federal, state, local and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by Law to have been filed by the Acquiring Fund as of such date (including any extensions, if any) shall have been filed and are or will be correct in all material respects, and all material federal, state, local and other taxes shown as due or required to be shown as due on said returns, forms and reports shall have been paid or provision shall have been made for the payment thereof, and no such return is currently under material audit, and no material assessment has been asserted, in writing, with respect to such returns, which assessment has not been resolved.

(m) The Acquiring Fund has elected to be treated as a “regulated investment company” under Subchapter M of the Code. For each taxable year since its election to be treated as such, including the taxable year ended on the Closing Date, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company within the meaning of Section 851 of

the Code, and has been eligible to and has computed its federal income tax under Section 852 of the Code and expects to continue to meet such requirements at all times through the Closing Date. The Acquiring Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply to the Acquiring Fund.

(n) The Acquiring Fund is in compliance in all material respects with applicable Treasury regulations pertaining to the reporting of dividends and other distributions on and redemptions of its common shares of beneficial interest. To the Acquiring Fund’s knowledge, the Acquiring Fund has complied in all material respects with applicable requirements for collection and maintenance of IRS Forms W-9 and/or Forms W-8 and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld under applicable tax law and is not liable for any material penalties which could be imposed thereunder.

(o) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Effective Time have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, will be fully paid and non-assessable by the Acquiring Fund and will have been issued in compliance in all material respects with applicable registration requirements and applicable securities Laws. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund Shares.

(p) The Proxy Statement/Prospectus (as defined in Section 5.6), insofar as it relates to the Acquiring Fund, will, as of the effective time of the Registration Statement in which it is included and any time prior to the Effective Time: (i) not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which such statements were made, not misleading and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations of the Commission thereunder; provided, however, that the representations and warranties of this subsection (q) shall not apply to statements in or omissions from the Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquired Fund for use therein.

(q) To the knowledge of the Acquiring Fund, there are no brokers or finders entitled to receive any payments from, in connection with this Agreement and the transactions contemplated herein.

(r) The Acquired Fund satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

4.3 Representations and Warranties of MFS. MFS, on behalf of itself, represents and warrants the following as of the date hereof and agrees to confirm the

continuing accuracy and completeness in all material respects of the following on the Closing Date:

(b) Subject to the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of MFS with respect to Sections 8.2 and 11, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.

(c) As of the Closing Date, the Acquiring Fund’s registration statement on Form N-14, including the documents contained or incorporated therein by reference, insofar as it relates to MFS, does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

4.4 Representations and Warranties of Aberdeen. Aberdeen, on behalf of itself, represents and warrants the following as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

(b) Subject to the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of Aberdeen with respect to Sections 8.2 and 11, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.

5.1. Conduct of Business. Except as otherwise expressly contemplated by this Agreement, the Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course consistent with prior practice between the date hereof and the Effective Time, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable. Notwithstanding the forgoing, the Acquired Fund will manage its portfolio with the same approximate level of trading and turnover consistent with past practice, except (1) as set forth in the Proxy Statement/Prospectus or (2) to the extent agreed in advance in writing with the Acquiring Fund.

5.2. No Distribution of Acquiring Fund Shares. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.3. Information. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares. Additionally, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of Assets, assumption of liabilities and liquidation contemplated herein.

5.4. Other Necessary Action. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing.

Unless this Agreement has been terminated in accordance with its terms, the Acquired Fund shall call and hold a meeting of its shareholders to consider and act upon this Agreement and to take such other action under applicable federal and state law to obtain approval of the transactions contemplated herein (“Acquired Fund Shareholder Approval”). Unless this Agreement has been terminated in accordance with its terms, the Acquiring Fund has called or shall call and hold a meeting of its shareholders to consider and act upon and to take such other action under applicable federal and state law to obtain approval of the issuance of Acquiring Fund shares in connection with the Reorganization (“Acquiring Fund Shareholder Approval”). The Acquired Fund and the Acquiring Fund shall use commercially reasonable efforts to hold the respective shareholder meetings as soon as advisable after the date of the effectiveness of the Registration Statement and the Acquiring Fund proxy statement.

(a) The Acquired Fund and the Acquiring Fund will mutually cooperate, using reasonable best efforts, to expeditiously prepare the Registration Statement, including the proxy statement/prospectus to be prepared by the Acquiring Fund to be included in the Registration Statement (the “Proxy Statement/Prospectus”), and have it declared effective by the SEC as soon as reasonably practicable. The Acquiring Fund and the Acquired Fund shall reasonably cooperate with any review of financial information and financial statements that is reasonably required in connection with the preparation and filing of the Registration Statement, including the issuance of any consents. The Registration Statement (including the Proxy Statement/Prospectus) shall comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.

(b) The Acquired Fund and the Acquiring Fund will mutually cooperate, using reasonable best efforts, to expeditiously prepare a proxy statement in connection with the approval of the issuance of additional Acquiring Fund shares in connection with this Agreement. The aforementioned proxy statement shall comply in all

material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.

(c) To the extent the Acquired Fund has not provided the Acquiring Fund with information regarding the Acquired Fund, and the Acquiring Fund has not provided the Acquired Fund with information regarding the Acquiring Fund, reasonably necessary for the preparation by the Acquiring Fund of the Registration Statement in compliance with the 1933 Act, the 1934 Act and the 1940 Act, each party shall provide the materials and information necessary to prepare the Registration Statement.

(d) If at any time prior to the Closing, the Acquired Fund or the Acquiring Fund becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the party discovering the item will notify the other party and the parties will cooperate in promptly preparing, filing and clearing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item.

5.7. Liquidating Distribution. As soon as is reasonably practicable after receipt from the Acquiring Fund, the Acquired Fund will make a liquidating distribution to the Acquired Fund Shareholders consisting of the Acquiring Fund Shares and cash in lieu of fractional shares to the extent applicable.

5.8. Efforts. The Acquiring Fund and the Acquired Fund shall each use their reasonable best efforts to fulfill or cause the fulfillment of the conditions precedent set forth in Section 6 of this Agreement to effect the transactions contemplated by this Agreement as promptly as reasonably practicable; provided that neither the Acquiring Fund nor the Acquired Fund shall be obligated to waive any such condition precedent.

5.9. Other Instruments. Each of the Acquired Fund and the Acquiring Fund covenants that it will, from time to time as and when reasonably requested by the other party, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the other party may reasonably deem necessary or desirable in order to vest in and confirm: (a) to the Acquired Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) to the Acquiring Fund, title to and possession of all the Assets and Assumed Liabilities and otherwise to carry out the intent and purpose of this Agreement.

5.10. Regulatory Approvals. The Acquiring Fund will use commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1934 Act, the 1940 Act and such of the state blue sky or securities laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as may be necessary in order to continue its operations after the Effective Time.

5.11. Final Tax Distribution. To the extent necessary to avoid an entity-level income or excise tax, the Acquired Fund will declare one or more dividends payable prior to the time of Closing to its shareholders.

5.12. Supplemental Listing Application. The Acquiring Fund shall file a Supplemental Listing Application with the NYSE for the authorization of the listing of the number of additional Acquiring Fund Shares to be exchanged in the Reorganization as set forth in Section 1.4 of this Agreement.

6.1. Conditions Precedent to Obligations of Acquired Fund. The obligations of the Acquired Fund to complete the transactions provided for herein shall be subject to satisfaction of the following conditions:

(a) The representations and warranties in Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(r) shall be true and correct in all respects as of the date hereof and as of the Closing Date (other than any such representation and warranty that speaks only as of the date hereof or any other specific date, in which case such representation or warranty must have been true and correct in all respects as of such date).

(b) The Acquiring Fund shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund, at or before the Closing Date.

(c) The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by an authorized officer dated as of the Closing Date certifying the fulfillment of the conditions set forth in Section 6.1(a) and Section 6.1(b).

(d) Certified copies of the resolutions evidencing the approval of the Agreement and the transactions contemplated herein by the Acquiring Fund Board shall have been delivered to the Acquired Fund.

(e) The Acquired Fund shall have received on the Closing Date the opinion of Ropes & Gray LLP, counsel to the Acquiring Fund (which may reasonably rely as to matters governed by the laws of the Commonwealth of Massachusetts on an opinion of Massachusetts counsel and/or certificates of officers or Trustees of the Acquiring Fund) dated as of the Closing Date, covering the following points:

(i) the Acquiring Fund is a Massachusetts business trust validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power to own all of its properties and assets and to carry on its business including as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted;

(ii) the Agreement has been duly authorized, executed and delivered by the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by the Acquired Fund, is a valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with

its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles;

(iii) the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, and upon such delivery will be validly issued and outstanding, and are fully paid and non-assessable by the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof;

(iv) the execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Acquiring Fund’s Declaration of Trust and Bylaws, each as amended from time-to-time, or a material violation of any provision of any material agreement (known to such counsel) to which the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement not disclosed to the Acquired Fund, judgment or decree to which the Acquiring Fund is a party or by which it is bound;

(v) to the knowledge of such counsel, no consent, approval, authorization or order of any court or Governmental Authority of the United States or the Commonwealth of Massachusetts is required to be obtained by the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the Commonwealth of Massachusetts);

(vi) the Acquiring Fund is a registered investment company classified as a management company of the closed-end type under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and

(vii) to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any Governmental Authority is presently pending or threatened as to the Acquiring Fund or any of its properties or assets and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

6.2. Conditions Precedent to Obligations of Acquiring Fund. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Acquired Fund (other than representations and warranties in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(d) and 4.1(t)) shall be true and correct in all material respects as of the date hereof and as of the Closing Date

(other than any such representation or warranty that speaks only as of the date hereof or any other specific date, in which case such representation or warranty must have been true and correct in all respects as of such date) without giving effect to any “materiality” qualification or exception contained therein. The representations and warranties in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(d) and 4.1(t) shall be true and correct in all respects as of the date hereof and as of the Closing Date (other than any such representation and warranty that speaks only as of the date hereof or any other specific date, in which case such representation or warranty must have been true and correct in all respects as of such date).

(b) The Acquired Fund shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund, at or before the Closing Date.

(c) As of the Closing Date, the assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund identifies to the Acquired Fund as being unsuitable for the Acquiring Fund to acquire by reason of limitations in the Acquiring Fund Declaration of Trust and Acquiring Fund Bylaws, or of investment restrictions disclosed in the Registration Statement or the Proxy Statement/Prospectus in effect at the Effective Time.

(d) The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by an authorized officer, dated as of the Closing Date certifying the fulfillment of the conditions set forth in Section 6.2(a) and Section 6.2(b).

(e) Certified copies of the resolutions evidencing the approval of the Agreement and the transactions contemplated herein by the Acquired Fund Board shall have been delivered to the Acquiring Fund.

(f) [The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund’s Assets and liabilities, with values determined as provided in Section 2 of this Agreement, together with a list of investments as included in the schedule of investments audited by [ ] for the fiscal year ended [ ], 20[ ] (the “Investments”) and such Investments’ respective tax costs, all as of the Effective Time, provided confirmation that there has been no material adverse change in the financial position of the Acquired Fund since [ ], 20[ ], other than changes in the Investments and other Assets since that date or changes in the market value of the Investments and other Assets of the Acquired Fund, or changes due to dividends paid or losses from operations.

(g) The Acquired Fund’s transfer agent shall have provided to the Acquiring Fund (i) the originals or true copies of all of the records of the Acquired Fund in the possession of such transfer agent as of the Closing Date, (ii) a certificate setting forth the number of common shares of the Acquired Fund outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any common shares of the Acquired Fund and the number of common shares held of record by each such shareholder.]

(h) The Acquiring Fund shall have received on the Closing Date the opinion of [ ], counsel to the Acquired Fund (which may reasonably rely on certificates of officers of the Acquired Fund) dated as of the Closing Date, covering the following points:

(i) The Acquired Fund is a Massachusetts business trust validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power to own all of its properties and assets and to carry on its business as so described in the Proxy Statement/Prospectus, including as a registered investment company, and the Acquired Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and as so described in the Proxy Statement/Prospectus;

(ii) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Fund is a valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles;

(iii) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Acquired Fund’s Declaration of Trust and Bylaws, each as amended from time-to-time, or a material violation of any provision of any material agreement (known to such counsel) to which the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement not disclosed to the Acquiring Fund, judgment or decree to which the Acquired Fund is a party or by which it is bound;

(iv) To the knowledge of such counsel, no consent, approval, authorization or order of any court or Governmental Authority of the United States or the Commonwealth of Massachusetts is required to be obtained by the Acquired Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws;

(v) The Acquired Fund is a registered investment company classified as a management company of the closed-end type under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect;

(vi) The outstanding shares of the Acquired Fund have been registered under the 1933 Act; and

(vii) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental

body is presently pending or threatened as to the Acquired Fund or any of its properties or assets and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any Governmental Authority which materially and adversely affects its business.

6.3. Other Conditions Precedent. If any of the conditions set forth in this Section 6.3 have not been satisfied on or before the Effective Time, the Acquired Fund or the Acquiring Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

(a) The Agreement and the transactions contemplated herein shall have been approved by the Acquired Fund Board, and the Acquiring Fund Board, and shall have received the Acquired Fund Shareholder Approval, and certified copies of the resolutions of the Acquired Fund Board shall have been delivered to the Acquiring Fund.

(b) The issuance of the Acquiring Fund Shares has been approved by shareholders of the Acquiring Fund.

(c) The Registration Statement of the Acquiring Fund shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued.

(d) On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act or instituted any proceeding seeking to enjoin the consummation of the Reorganization contemplated by this Agreement under Section 25(c) of the 1940 Act.

(e) At the Effective Time, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or make illegal, this Agreement or the transactions contemplated herein.

(f) [All consents, orders and permits of Federal, state and local regulatory authorities or other third parties set forth on Schedule A hereto shall have been obtained.]

(g) State Street shall have delivered such certificates or other documents as set forth in Section 3.3.

(h) The Transfer Agent shall have delivered a certificate of its authorized officer as set forth in Section 3.4.

(i) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.4.

(j) The NYSE shall have authorized the listing of the number of additional Acquiring Fund Shares exchanged in the Reorganization as set forth in Section 1.1.

(k) The parties hereto shall have received the opinion of the law firm of Ropes & Gray LLP (based on certain facts, assumptions and representations and which opinion will be subject to certain qualifications), as of the Closing Date, addressed to the Acquiring Fund and the Acquired Fund, substantially to the effect that, based upon certain facts, assumptions, representations and the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, the Reorganization will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code. In rendering the opinion, Ropes & Gray LLP may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants from the parties. The delivery of such opinion is conditioned upon receipt by tax counsel of representations it shall request of [ ], on behalf of the Acquiring Fund, and [ ], on behalf of the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section [6.3(k)].

7.1. Survival. No representations, warranties, covenants and agreements of either Acquiring Fund or Acquired Fund will survive beyond the Closing Date, except that any covenant or agreement contained in this Agreement which by its terms is to be performed following the Closing shall in respect of performance after Closing survive in accordance with its terms and then terminate. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing in this Agreement shall limit any rights that may be available to either Acquiring Fund or Acquired Fund in respect of a claim for Fraud. For the purposes of this Agreement, “Fraud” means Massachusetts common law fraud by the Acquired Fund and Acquiring Fund, as applicable, with respect to the representations made by either party, as applicable, in Section 4 of this Agreement, any other transaction document, or any certificate furnished hereunder or thereunder. For the avoidance of doubt, nothing set forth herein shall limit the rights of MFS and Aberdeen in any other agreement between such parties.

7.2. Liability of the Acquired Fund and Indemnification. The parties understand and agree that the obligations of the Acquired Fund under this Agreement shall not be binding upon any trustee, shareholder, nominee, officer, agent or employee of or adviser to the Acquired Fund personally, but bind only the Acquired Fund’s property. Moreover, all persons shall look only to the assets of the Acquired Fund to satisfy the obligations of the Acquired Fund hereunder. The parties represent that they each have notice of the provisions of the Declaration of Trust of the Acquired Fund disclaiming such shareholder and trustee liability for acts or obligations of the Acquired Fund. The Acquired Fund shall indemnify and hold harmless, out of its assets, the Acquiring Fund and the trustees and officers of the Acquiring Fund (for purposes of this Section 7.2, the “Indemnified Parties”) against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Indemnified Parties in connection with, arising out of, or resulting from any claim, action, suit or proceeding in which any one or more of the Indemnified Parties may be involved or with

which any one or more of the Indemnified Parties may be threatened by reason of any untrue statement or alleged untrue statement of a material fact relating to the Acquired Fund contained in this Agreement, the Proxy Statement/Prospectus or the Proxy Statement or any amendment or supplement to any of the foregoing, or arising out of or based upon the omission or alleged omission to state in any of the foregoing a material fact relating to the Acquired Fund required to be stated therein or necessary to make the statements relating to the Acquired Fund therein not misleading, including, without limitation, any amounts paid by any one or more of the Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the Acquired Fund. The Indemnified Parties will notify the Acquired Fund in writing within ten days after the receipt by any one or more of the Indemnified Parties of any notice of legal process or any suit brought against or claim made against such Indemnified Party as to any matters covered by this Section 7.2. The Acquired Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 7.2, or, if it so elects, to assume at its expense by counsel satisfactory to the Indemnified Parties the defense of any such claim, action, suit or proceeding, and if the Acquired Fund elects to assume such defense, the Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their expense. An Acquired Fund’s obligation under this Section 7.2 to indemnify and hold harmless the Indemnified Parties shall constitute a guarantee of payment so that the Acquired Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 7.2 without the necessity of the Indemnified Parties’ first paying the same.

7.3. Liability of the Acquiring Fund and Indemnification. The parties understand and agree that the obligations of the Acquiring Fund under this Agreement shall not be binding upon any trustee, shareholder, nominee, officer, agent or employee of or adviser to the Acquiring Fund personally, but bind only the Acquiring Fund’s property. Moreover, all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund hereunder. The parties represent that they each have notice of the provisions of the Declaration of Trust of the Acquiring Fund disclaiming such shareholder and trustee liability for acts or obligations of the Acquiring Fund. The Acquiring Fund shall indemnify and hold harmless, out of the assets of the Acquiring Fund but no other assets, the Acquired Fund and the trustees and officers of the Acquired Fund (for purposes of this Section 7.3, the “Indemnified Parties”) against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Indemnified Parties in connection with, arising out of, or resulting from any claim, action, suit or proceeding in which any one or more of the Indemnified Parties may be involved or with which any one or more of the Indemnified Parties may be threatened by reason of any untrue statement or alleged untrue statement of a material fact relating to the Acquiring Fund contained in this Agreement, Proxy Statement/Prospectus or the Proxy Statement or any amendment or supplement to any thereof, or arising out of, or based upon, the omission or alleged omission to state in any of the foregoing a material fact relating to the Acquiring Fund required to be stated therein or necessary to make the statements relating to the Acquiring Fund therein not misleading, including, without limitation, any amounts paid by any one or more of the Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened

claim, action, suit or proceeding made with the consent of the Acquiring Fund. The Indemnified Parties will notify the Acquiring Fund in writing within ten days after the receipt by any one or more of the Indemnified Parties of any notice of legal process or any suit brought against or claim made against such Indemnified Party as to any matters covered by this Section 7.3. The Acquiring Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 7.3, or, if it so elects, to assume at its expense by counsel satisfactory to the Indemnified Parties the defense of any such claim, action, suit or proceeding, and, if the Acquiring Fund elects to assume such defense, the Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their own expense. The Acquiring Fund’s obligation under this Section 7.3 to indemnify and hold harmless the Indemnified Parties shall constitute a guarantee of payment so that the Acquiring Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 7.3 without the necessity of the Indemnified Parties’ first paying the same.

8.1. No Broker or Finder Fees. The Acquiring Fund and the Acquired Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

8.2. Expenses of Reorganization. All fees and expenses incurred directly in connection with the consummation of the Reorganization and the transactions contemplated by this Agreement will be borne by Aberdeen, the proposed new investment adviser to the Acquiring Fund, and/or MFS as agreed between them in writing, without regard to whether the Reorganization is consummated. Notwithstanding the foregoing, to the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with the Reorganization, these will be borne by the Acquired Fund with respect to the portfolio transitioning conducted before the Reorganization and borne by the Acquiring Fund with respect to the portfolio transitioning conducted after the Reorganization. Notwithstanding anything to the contrary, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code or would prevent the Reorganization from qualifying as a “reorganization” under Section 368(a)(1) of the Code.

9.1. Amendments. This Agreement may be amended, modified or supplemented in a signed writing in such manner as may be deemed necessary or advisable by the authorized officers of each of the Acquired Fund and the Acquiring Fund, subject to the authorization of each such Fund’s Board of Trustees; provided, however, that following a meeting of the shareholders of the Acquired Fund called by the Acquired Fund Board pursuant to Section 5.5, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the

Acquired Fund Shareholders under this Agreement to the detriment of the shareholders of the Acquired Fund without the approval of the Acquired Fund Board and the Acquiring Fund Board and the Acquired Fund Shareholders and, provided, further, that the officers of the Acquired Fund and the Acquiring Fund may change the Effective Time and Closing Date through an agreement in writing without additional specific authorization by their respective Board of Trustees.

(a) This Agreement may be terminated with respect to the Acquired Fund and the transactions contemplated hereby may be abandoned by mutual written agreement of the Boards of Trustees on behalf of each of the Acquiring Fund and the Acquired Fund, at any time prior to the Closing.

(b) Either the Acquiring Fund or the Acquired Fund may at its option terminate this Agreement by written notice to the other party at or before the Closing due to: (i) a breach by the other of any representation, warranty, or agreement contained herein to be performed at or before the Closing (so long as the terminating party is not then in material breach of any of its representations, warranties or covenants, contained in this Agreement unless such breach was primarily or principally caused by the other party’s breach of any of its representations, warranties or covenants contained in this Agreement), if not cured within 30 days after being provided notice of such breach by the non-breaching party, (ii) the failure of a condition set forth in Sections 6.1, 6.2 or 6.3, and is not cured by the applicable party within 30 days after being provided written notice of such failure, unless such condition is waived by the applicable party or parties (if applicable); (iii) if the Closing does not occur on or prior to December 31, 2026; or (iv) if any injunction, restraining order, or order of any nature by any court of competent jurisdiction or any other Governmental Authority restraining, enjoining, or otherwise prohibiting the Reorganization shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.2(b) shall not be available to a party that has materially breached any of its representations, warranties, covenants or other agreements contained herein so as to have caused the relevant Governmental Authority to enact, issue, promulgate or enter any such Law or judgment or other non-appealable action, including any breach by the party of its obligations under Section 5.6(a) unless such breach was primarily or principally caused by the other party’s breach of any of its representatives, warranties or covenants contained in this Agreement.

(c) Notwithstanding the foregoing, if the Purchase Agreement is validly terminated with respect to the Acquired Fund, the Acquiring Fund shall be entitled to terminate this Agreement by providing written notice to the Acquired Fund, and if the Purchase Agreement is validly terminated with respect to the Acquiring Fund, the Acquired Fund shall be entitled to terminate this Agreement by providing written notice to the Acquiring Fund.

(d) In the event of any such termination, in the absence of any Fraud or willful breach of this Agreement, there shall be no liability for damages on the part of any

of the Acquiring Fund, the Acquired Fund or their respective Trustees or officers, to the other party or its Trustees or officers.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) (provided that no bounce-back or delivery failure notice is received), personal service or prepaid or certified mail addressed as follows:

11.1. Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein, including for the avoidance of doubt any transactions relating to the Purchase Agreement, will be made at such time and in such manner as the Acquired Fund, the Acquiring Fund, MFS and Aberdeen mutually shall agree, provided that nothing herein shall prevent any party from making such public announcements as may be required by law, in which case the party issuing such statement or communication shall advise the other party prior to such issuance.

12.1. Entire Agreement. This Agreement (including the Acquired Fund Disclosures, any other schedules and exhibits hereto), and other documents and instruments referred to in this Agreement that are to be delivered at the Closing, shall constitute the entire understanding and agreement between the Acquired Fund and the Acquiring Fund and supersede any prior understandings, agreements or representations by or between the Acquired Fund and the Acquiring Fund, written or oral, with respect to the subject matter thereof.

12.2. Headings. The table of contents and the headings of Sections, subsections, paragraphs, schedules and any exhibits are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement.

12.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of laws.

12.4. Assignment; Successors. No party shall delegate its obligations under this Agreement without the prior written consent of the other party. No party shall assign or otherwise transfer its rights under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other party; provided, that Acquiring Fund may assign, by operation of law or otherwise, in whole or in part, any or all of its rights under this Agreement to one or more of its affiliates, provided, that no such assignment shall relieve any party of its obligations under this Agreement. Any purported assignment or delegation other than as permitted by the express terms of this Agreement shall be void and unenforceable. This Agreement shall bind and inure to the benefit of the parties hereto and their legal representatives and respective successors and permitted assigns.

12.5. Counterparts. This Agreement may be executed in counterparts (including by facsimile, portable document format, or other electronic transmission (e.g. by DocuSign)), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Once each party hereto has executed a copy of this Agreement (including by facsimile, portable document format, or other electronic transmission (e.g. by DocuSign)) and delivered it to the other parties hereto, as applicable, this Agreement shall be considered fully executed and effective, notwithstanding that all parties have not executed the same copy. This Agreement shall not be challenged or denied legal effect on the basis of being executed by facsimile, portable document format, or other electronic transmission (e.g. by DocuSign).

12.6. Waiver. At any time before the Closing Date, any of the terms or conditions of this Agreement may be waived by either the Acquired Fund Board or the Acquiring Fund Board (whichever is entitled to the benefit thereof), if, in the judgment of such board after consultation with fund counsel, such action or waiver will not have a material adverse effect on the benefits intended in this Agreement to the shareholders of their respective fund, on behalf of which such action is taken.

12.7. Interpretation. In the negotiation of this Agreement, each party has received advice from its own attorneys. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement shall be interpreted for or against any party because that party or its attorney drafted the provision.

12.8. No Admission. Nothing in this Agreement (including, for the avoidance of doubt, any Section of either the Acquiring Fund Disclosures or the Acquired Fund Disclosures (together, the “Fund Disclosures”)) shall be deemed an admission by either

the Acquired Fund or the Acquiring Fund or any of their respective affiliates, in any proceeding involving any Governmental Authority or any other third party, that the Acquired Fund or the Acquiring Fund, respectively, or any such third party or any of their respective affiliates is or is not in breach or violation of, or in default in, the performance or compliance with any term or provisions of any contract, any Law, any governmental authorization, permit or intellectual property of any other person.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

MAKE THE MOST OF YOUR LONG-TERM INVESTING OPPORTUNITIES

Welcome to the MFS^®Closed-End Funds Dividend Reinvestment and Cash Purchase Plan. By participating in the Plan, you will have two simple, affordable, and convenient ways to add to your holdings through

•	the reinvestment of all distributions or long-term capital gain distributions

•	cash purchases

Closed-End Funds

MFS^®California Municipal Fund

MFS^®Charter Income Trust

MFS^®Government Markets Income Trust

MFS^®High Income Municipal Trust

MFS^®High Yield Municipal Trust

MFS^®InterMarket Income Trust I

MFS^®Intermediate High Income Fund

MFS^®Intermediate Income Trust

MFS^®Investment Grade Municipal Trust

MFS^®Multimarket Income Trust

MFS^®Municipal Income Trust

MFS^®Special Value Trust

Contact

Investment advisor

Massachusetts Financial Services Company

Plan agent

Computershare Trust Company, N.A.

Call

1-800-637-2304 any business day from
9 a.m. to 5 p.m. Eastern time

Write

Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078

Visit
computershare.com

The Plan allows you to increase your investment automatically by using dividend and capital gain distributions to buy additional shares of the Trust.

Generally, purchases are made at the market price unless the market price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a price of either the net asset value or 95% of the market price, whichever is greater.

You also can buy shares on a quarterly basis through Computershare Trust Company, N.A. (Computershare), the Plan Agent. Investments may be made in any amount $100 and greater. Shares are purchased on the 15th of January, April, July, and October or the next trading day if the 15th day is not a trading day. Note: trades generally settle in three days.

The Plan Agent must receive checks for investment no more than 35 and no less than two business days before the purchase date (and you are encouraged to send your check to be received by the Plan Agent as close as possible before the two business day deadline to avoid unnecessary accumulations). You may request the return of a voluntary cash payment by written notice if the notice is received at least 48 hours before the purchase date.

If your shares are registered in your own name, you will automatically participate in the Plan, unless you indicate that you do not wish to participate and instead wish to receive dividends and net capital gains distributions in cash. At any time you may withdraw from the Plan by going to the Plan Agent’s Web site at computershare.com, by calling 1-800-637-2304, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Please see “How do I with-

If your shares are in the name of a brokerage firm, bank, or other nominee, you should ask the firm or nominee to participate on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate.

If your shares are in the name of a nominee, you might not be able to use all the services provided by the Plan Agent. Also, you might not be able to continue to participate if you transfer your shares to another financial advisor.

You will receive a detailed account statement confirming each transaction. As long as you participate, the Plan Agent will hold on deposit any shares purchased for you through dividend reinvestment or cash purchase.

There is no service charge to reinvest distributions or make voluntary cash purchases because the Trust pays the Plan Agent’s fees.

However, each participant pays a pro rata share of the commissions when shares are bought on the appropriate stock exchange or otherwise on the open market. These commissions are expected to be less than the usual charges for individual transactions because the Plan Agent buys shares for all participants in blocks, which can result in lower commissions for each participant.

A pro rata share of the brokerage commissions is charged for each cash purchase. There are no brokerage charges for shares issued directly by the Trust. If you withdraw from the Plan you will incur a service fee

and brokerage charges. Please see “How do I withdraw from the Plan?” on page 3 for further information.

You will receive tax information annually for your personal records and to help prepare your federal and state tax returns.

The automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on these distributions. The annual tax information you receive will include the tax status of all distributions made to you for the year, including any reinvestments under the Plan.

To receive dividends and net capital gains distributions in cash, you should withdraw from the Plan. Please see the instructions below.

You may withdraw from the Plan at any time by going to the Plan Agent’s Web site at computershare.com, by calling 1-800-637-2304, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Simply indicate that you would like to withdraw from the Plan, and be sure to include or have available the name of the Trust and your Plan account number. If you send written instructions, please ensure that all shareholders listed on the Plan account have signed those written instructions.

If you withdraw, you have three options with regard to the shares held in the Plan:

We must receive your request before the record date for it to be effective for that distribution. If your request is received between the record and reinvestment dates for a distribution, the Plan will be discontinued after the investment of that distribution.

The preceding instructions are for simple account registrations, such as individual or joint accounts. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details.

Either the Trust or Computershare may amend or terminate the Plan. Participants will receive written notice at least 30 days before the effective date of any amendment. In the case of termination, participants will receive written notice at least 30 days before the record date of any distribution by the Trust.

The Funds are closed-end investment products. Common shares of the Funds are only available for purchase/sale on the NYSE at the current market price, except the MFS California Municipal Fund which is available for purchase/sale on the AMEX at the current market price.

Shares of the Funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the Funds involve investment risk, including possible loss of principal. For more complete information about each Fund, including risks, charges, and expenses, please see the Fund’s annual and semiannual shareholder report or contact your financial advisor.

INVESTMENT ADVISORY AGREEMENT, dated this 1^stday of January, 2002, by and between MFS MULTIMARKET INCOME TRUST, a Massachusetts business trust (the “Trust”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

WHEREAS, the Trust is engaged in business as an investment company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide services to the Trust on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:

Article 1. Duties of the Adviser. (a) The Adviser shall provide the Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to the Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the Trust shall be held uninvested, subject always to the restrictions of the Trust’s Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the “Declaration” and the “By-Laws”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Trust’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to the Trust’s portfolio securities in accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked.

(b) The Adviser shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the Trust’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Trust to give instructions to the Custodian of the Trust as to the deliveries of securities or other instruments and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Trust the best overall price and execution available from responsible brokerage firms,

taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Trust to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of the Trust or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers.

(c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to the Trust with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Trust by any sub-adviser.

Article 2. Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Trust and maintaining its organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Trust. The Adviser shall arrange, if desired by the Trust, for directors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law.

(b) It is understood that the Trust will pay all of its own expenses incurred in its operations and the offering of its shares, unless specifically provided otherwise in this Agreement or except to the extent that the Adviser agrees in a written instrument executed by the Adviser (specifically referring to this Article 2(b)) to assume or otherwise pay for specified expenses of the Trust, including, without limitation: compensation of Trustees “not affiliated” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Trust; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Trust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of

preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the custodian for all services to the Trust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Trust; organizational and start up costs; such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party or otherwise may have an exposure, and the legal obligation which the Trust may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Trust and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party provides that another party is to pay some or all of such expenses).

(c) The payment or assumption by the Adviser of any expenses of the Trust that the Adviser is not obligated by this Agreement or otherwise to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expenses of the Trust on any subsequent occasion.

Article 3. Compensation of the Adviser. For the services to be rendered and the facilities provided, the Trust shall pay to the Adviser an investment advisory fee computed and paid monthly as set forth in Appendix A attached hereto. If the Adviser shall serve for less than the whole of any period specified in this Article 3, the compensation paid to the Adviser will be prorated.

Article 4. Additional Services. Should the Trust have occasion to request the Adviser or its affiliates to perform administrative or other additional services not herein contemplated or to request the Adviser or its affiliates to arrange for the services of others, the Adviser or its affiliates will act for the Trust upon request to the best of its ability, with compensation for the services to be agreed upon with respect to each such occasion as it arises. No such agreement for additional services shall expand, reduce or otherwise alter the obligations of the Adviser, or the compensation that the Adviser is due, under this Agreement.

Article 5. Covenants of the Adviser. The Adviser agrees that it will not deal with itself, or with the Trustees of the Trust or the Trust’s distributor, if any, as principals in making purchases or sales of securities or other property for the account of the Trust, except as permitted by the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder, will not take a long or short position in the shares of the Trust except as permitted by the applicable law, and will comply with all other provisions of the Declaration and the By-Laws and the then-current Prospectus and Statement of Additional Information of the Trust relative to the Adviser and its directors and officers.

Article 6. Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Trust, except for willful misfeasance,

bad faith, gross negligence or reckless disregard of its duties and obligations hereunder. As used in this Article 6, the term “Adviser” shall include directors, officers and employees of the Adviser as well as that corporation itself.

Article 7. Activities of the Adviser. (a) The Trust acknowledges that the services of the Adviser are not exclusive, the Adviser being free to render investment advisory and/or other services to others. The Trust further acknowledges that it is possible that, based on their investment objectives and policies, certain funds or accounts managed by the Adviser or its affiliates may at times take investment positions or engage in investment techniques which are contrary to positions taken or techniques engaged in on behalf of the Trust. Notwithstanding the foregoing, the Adviser will at all times endeavor to treat all of its clients in a fair and equitable manner.

(b) The Trust acknowledges that whenever the Trust and one or more other funds or accounts advised by the Adviser have available monies for investment, investments suitable and appropriate for each shall be allocated in a manner believed by the Adviser to be fair and equitable to each entity. Similarly, opportunities to sell securities or other investments shall be allocated in a manner believed by the Adviser to be fair and equitable to each entity. The Trust acknowledges that in some instances this may adversely affect the size of the position that may be acquired or disposed of for the Trust.

(c) It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser, as directors, officers, employees, or otherwise and that directors, officers and employees of the Adviser are or may become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

Article 8. MFS Name. The Trust acknowledges that the names “Massachusetts Financial Services,” “MFS” or any derivatives thereof or logos associated with those names (collectively, the “MFS Marks”) are the valuable property of the Adviser and its affiliates. The Adviser grants the Trust a non-exclusive and non-transferable right and sub-license to use the MFS Marks only so long as the Adviser serves as investment adviser to the Trust. The Trust agrees that if the Adviser for any reason no longer serves as investment adviser to the Trust, and the Adviser so requests, the Trust promptly shall cease to use the MFS Marks and promptly shall amend its registration statement to delete any references to the MFS Marks. The Trust acknowledges that the Adviser may permit other clients to use the MFS Marks in their names or other material. For purposes of this Article, the Trust shall be deemed to have taken the required action “promptly” if such action is taken within 90 days of the Adviser no longer serving as the investment adviser to the Trust, or from the date of the Adviser’s request, as the case may be.

Article 9. Duration, Termination and Amendment of this Agreement. (a) This Agreement shall become effective with respect to the Trust on the date first written above. Thereafter, this Agreement will remain in effect with respect to the Trust for a period of two years from the date first written above, on which date it will terminate for the Trust unless its continuance is “specifically approved at least annually” (i) by the vote of a majority of the

Trustees of the Trust who are not “interested persons” of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by “vote of a majority of the outstanding voting securities” of the Trust.

(b) This Agreement may be terminated as to the Trust at any time without the payment of any penalty by the Trustees or by “vote of a majority of the outstanding voting securities” of the Trust, or by the Adviser, in each case on not more than sixty days’ nor less than thirty days’ written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment”.

(c) This Agreement may be amended with respect to the Trust only if such amendment is in writing signed by or on behalf of the Trust and the Adviser and is approved by “vote of a majority of the outstanding voting securities” of the Trust (if such shareholder approval is required by the Investment Company Act of 1940).

Article 10. Scope of Trust’s Obligations. A copy of the Trust’s Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The Adviser 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.

Article 11. Definitions and Interpretations. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, shall have the respective meanings specified, and shall be construed in a manner consistent with, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, or the Securities Exchange Act of 1934 (collectively, the “Federal Securities Acts”) shall be resolved by reference to such term or provision of the Federal Securities Acts and to interpretations thereof, if any, by United States federal courts or, in the absence of any controlling decisions of any such court, by rules or regulations of the Securities and Exchange Commission. Where the effect of a requirement of the Federal Securities Acts reflected in any provision of this Agreement is revised by rule or regulation of the Securities and Exchange Commission, such provisions shall be deemed to incorporate the effect of such rule or regulation.

Article 12. Record Keeping. The Adviser will maintain records in a form acceptable to the Trust and in compliance with the rules and regulations of the Securities and Exchange Commission, including but not limited to records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder, which at all times will be the property of the Trust and will be available for inspection and use by the Trust.

Article 13. Miscellaneous. (a) This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

(b) Headings in this Agreement are for ease of reference only and shall not constitute a part of the Agreement.

(c) Should any portion of this Agreement for any reason be held void in law or equity, the remainder of the Agreement shall be construed to the extent possible as if such voided portion had never been contained herein.

(d) This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof, except that questions of interpretation shall be resolved in accordance with the provisions of Article 11 above.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned officers thereunto duly authorized, all as of the day and year first above written. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Declaration and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust, individually, but bind only the trust estate.

The investment advisory fee payable by the Trust shall be computed and paid monthly in an amount equal to the sum of 0.34% of the Trust’s average daily net assets plus 5.4% of the Trust’s gross income (i.e., income other than gains from the sale of securities, short-term gains from options and futures transactions and premium income from options written), in each case on an annual basis.

AGREEMENT made as of the 18th day of December, 2006 between each of the Investment Companies listed on Appendix A hereto, as the same may be amended from time to time (each a “Fund” and collectively the “Funds”) and State Street Bank and Trust Company (the “Custodian”), and effective as to each Fund as set forth on Appendix A.

WHEREAS, each Fund is or may be organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets (all such existing and additional series now or hereafter listed on Appendix A attached hereto being hereinafter referred to individually, as a “Portfolio,” and collectively, as the “Portfolios”); and

WHEREAS, each Fund desires to appoint the Custodian as custodian on behalf of each of its Portfolios in accordance with the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, under the terms and conditions set forth in this Agreement, and the Custodian has agreed so to act as custodian.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated. The Custodian hereby accepts its appointment as custodian, subject to the terms and provisions of this Agreement, and agrees to perform the services described herein in accordance with the standard of care set forth in Section 5.01(a) hereof. The Custodian shall not be responsible for any property of any Portfolio held or received by such Portfolio (i) not delivered to the Custodian, or (ii) that is delivered out pursuant to Proper Instructions (as hereinafter defined).

As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians or may maintain assets with one or more Eligible Securities Depositories (each as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian or Eligible Securities Depository so appointed or utilized, as applicable.

Section 2.01. Safekeeping. The Custodian shall keep safely all cash, securities and other assets of each Fund’s Portfolios delivered to the Custodian and, on behalf of such Portfolios, the Custodian shall, from time to time, accept delivery of cash, securities and other assets for safekeeping.

(a) Except to the extent precluded by Section 8-501(d) of the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts (“UCC”), the Custodian shall hold all securities and other assets, other than cash and Bank Loans (as hereinafter defined), of a Fund’s Portfolio that are delivered to it hereunder in a “securities account” with the Custodian for and in the name of such Portfolio and shall treat all such assets, other than cash and Bank Loans, as “financial assets” as those terms are used in the UCC. The Custodian shall at all times hold securities or other financial assets held for each Fund’s Portfolios either: (i) by physical possession of the certificated securities or instruments representing such financial assets, in either registered or bearer form; or (ii) in book-entry form by maintaining “security entitlements,” within the meaning of the UCC, with respect to such financial assets with (A) a Securities System (as hereinafter defined) in accordance with the provisions of Section 2.23(a) below or (B) an Eligible Securities Depository in accordance with the provisions of Section 2.23(b) below. The standards for the performance of the duties and obligations of the Custodian under UCC Article 8, including without limitation Section 8-504 through Section 8-508, with respect to securities entitlements of a Fund or its Portfolios shall be as set forth under this Agreement.

(b) The Custodian shall at all times hold registered securities of each Portfolio in the name of the Custodian, the Portfolio or a nominee of either of them, unless specifically directed by Proper Instructions (as hereinafter defined) to hold such registered securities in so-called street name; provided that, in any event, all such securities and other assets shall be held in an account of the Custodian containing only assets of a Portfolio, or only assets held by the Custodian as a fiduciary or custodian for customers; and provided further, that the records of the Custodian shall indicate at all times the Portfolio or other customer for which such securities and other assets are held in such account and the respective interests therein.

(c) Notwithstanding the provisions of the foregoing paragraphs of this Section 2.02, the Custodian shall have certain responsibilities with respect to the shares (the “Underlying Shares”) of certain open-end management investment companies managed by Massachusetts Financial Services Company (“MFS”) or its affiliates or successors or another investment adviser (the “Underlying Funds”) owned by one or more of the MFS Fund of Funds as listed on Appendix D attached hereto, as the same may be amended from time to time in accordance with the provisions of Section 9.07(d) hereof (each a “Fund of Funds Portfolio” and collectively the “Fund of Funds Portfolios”), and deposited and/or maintained in an account or accounts maintained directly with the transfer agent or a designated sub-transfer agent of each such Underlying Fund (an “Underlying Fund Transfer Agent”), subject to and in accordance with the following provisions:

(i) Upon receipt of a confirmation or statement from an Underlying Fund Transfer Agent that such Underlying Fund Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Fund of Funds Portfolio, the Custodian (A) shall identify by book-entry that such Underlying Shares are being held by it for the benefit of the Fund of Funds Portfolio in the Custodian’s name or its nominee’s name, as the custodian for such Fund of Funds Portfolio and (B) shall maintain copies of such confirmations or statements received from an Underlying Fund Transfer Agent, which shall be provided to the Fund of Funds Portfolio upon its reasonable request made from time to time, but in no event more frequently than monthly.

(ii) The Custodian shall provide to any Fund such reports regarding the Custodian’s system of internal accounting controls in the manner as is set forth in Section 2.28 hereof.

(iii) In respect of the purchase of Underlying Shares for the account of a Fund of Funds Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Fund of Funds Portfolio as so directed, and record such payment from the account of such Fund of Funds Portfolio on the Custodian’s books and records.

(iv) In respect of the sale or redemption of Underlying Shares for the account of a Fund of Funds Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Fund of Funds Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Fund of Funds Portfolio on the Custodian’s books and records.

(v) The Custodian shall not be liable to any Fund for any loss or damage to the Fund or any Fund or Funds Portfolio resulting from the maintenance of Underlying Shares with the Underlying Fund Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

(vi) With respect to Underlying Shares, the holding of confirmation statements that identify the Underlying Shares as being recorded in the Custodian’s name on behalf of the Fund of Fund Portfolios will be deemed custody for the purposes hereof.

Section 2.03. Security Purchases. Upon receipt of Proper Instructions, the Custodian shall pay for and receive securities purchased for the account of a Portfolio, provided that, payment shall be made by the Custodian only upon receipt of the securities by: (1) the Custodian; (2) a clearing corporation of a national securities exchange of which the Custodian is a member; (3) a Securities System; or (4) an Eligible Securities Depository. Notwithstanding the foregoing, upon receipt of Proper Instructions: (i) in the case of a repurchase agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the securities underlying such repurchase agreement have been

transferred by book-entry into the Account (as hereinafter defined) maintained with such Securities System by the Custodian, provided that, the Custodian’s instructions to the Securities System require that the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the securities underlying the repurchase agreement into the Account; (ii) in the case of time deposits, call account deposits, currency deposits, and other deposits, foreign exchange transactions, futures contracts or options, pursuant to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may make payment therefor before receipt of an advice or confirmation evidencing said deposit or entry into such transaction; (iii) in the case of the purchase of securities, the settlement of which occurs outside of the United States of America, the Custodian may make payment therefor and receive delivery of such securities in accordance with local custom and practice generally accepted by Institutional Clients (as hereinafter defined) in the country in which the settlement occurs, but in all events subject to the standard of care set forth in Section 5.01(a) hereof; (iv) in the case of the purchase of securities in which, in accordance with standard industry custom and practice generally accepted by Institutional Clients with respect to such securities, the receipt of such securities and the payment therefor take place in different countries, the Custodian may receive delivery of such securities and make payment therefor in accordance with standard industry custom and practice for such securities generally accepted by Institutional Clients, but in all events subject to the standard of care set forth in Section 5.01(a) hereof; and (v) in the case of the purchase of Underlying Fund shares for a Fund of Funds Portfolio, the Custodian shall pay for and receive such Underlying Fund shares purchased for the account of a Fund of Funds Portfolio in accordance with Section 2.02(c) hereof. For purposes of this Agreement, an “Institutional Client” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases or sells securities and makes use of custodial services.

Section 2.04. Exchanges of Securities. Upon receipt of Proper Instructions, the Custodian shall exchange securities held by it for the account of a Portfolio for other securities in connection with any reorganization, recapitalization, split-up of shares, change of par value, conversion or other event relating to the securities or the issuer of such securities, and shall deposit any such securities in accordance with the terms of any reorganization or protective plan. The Custodian shall, without receiving Proper Instructions: surrender securities in temporary form for definitive securities; surrender securities for transfer into the name of the Custodian, a Portfolio or a nominee of either of them, as permitted by Section 2.02(b); and surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided that the securities to be issued will be delivered to the Custodian or a nominee of the Custodian.

Section 2.05. Sales of Securities. Upon receipt of Proper Instructions, the Custodian shall make delivery of securities which have been sold for the account of a Portfolio, but only against payment therefor in the form of: (1) cash, certified check, bank cashier’s check, bank credit, or bank wire transfer; (2) credit to the account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member; or (3) credit to the Account of the Custodian with a Securities System or Eligible Securities Depository, in accordance with the provisions of Section 2.23(a) and Section 2.23(b) hereof. Notwithstanding the foregoing, upon the receipt of Proper Instructions: (i) in the case of the sale of securities, the settlement of which occurs outside of the United States of America, such securities shall be

delivered and paid for in accordance with local custom and practice generally accepted by Institutional Clients in the country in which the settlement occurs, but in all events subject to the standard of care set forth in Section 5.01(a) hereof; (ii) in the case of the sale of securities in which, in accordance with standard industry custom and practice generally accepted by Institutional Clients with respect to such securities, the delivery of such securities and receipt of payment therefor take place in different countries, the Custodian may deliver such securities and receive payment therefor in accordance with standard industry custom and practice for such securities generally accepted by Institutional Clients, but in all events subject to the standard of care set forth in Section 5.01(a) hereof; (iii) in the case of securities held in physical form, such securities shall be delivered and paid for in accordance with “street delivery custom” to a broker or its clearing agent, against delivery to the Custodian of a receipt for such securities, provided that the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or the return of, such securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent; and (iv) in the case of the sale of Underlying Fund shares of a Fund of Funds Portfolio processed through the Underlying Fund Transfer Agent, the Custodian shall release such Underlying Fund shares, provided that, the Custodian shall act in accordance with Section 2.02(c) hereof.

Section 2.06. Depositary Receipts. Upon receipt of Proper Instructions, the Custodian shall surrender securities to the depositary used for such securities by an issuer of American Depositary Receipts or International Depositary Receipts (hereinafter referred to, collectively, as “ADRs”), against a written receipt therefor adequately describing such securities and written evidence satisfactory to the Custodian that the depositary has acknowledged receipt of instructions to issue ADRs with respect to such securities in the name of the Custodian or a nominee of the Custodian, for delivery to the Custodian at such place as the Custodian may from time to time designate. Upon receipt of Proper Instructions, the Custodian shall surrender ADRs to the issuer thereof, against a written receipt therefor adequately describing the ADRs surrendered and written evidence satisfactory to the Custodian that the issuer of the ADRs has acknowledged receipt of instructions to cause its depository to deliver the securities underlying such ADRs to the Custodian.

Section 2.07. Exercise of Rights; Tender Offers. Notwithstanding anything contained in this Agreement to the contrary, upon receipt of Proper Instructions, the Custodian shall be held to the exercise of reasonable care in taking the following actions: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian; provided, the Custodian shall not be liable for any late exercise of any right or power in respect of a Portfolio’s securities unless (i) the Custodian has received a Proper Instruction with regard to the exercise of any such right or power and (ii) the Custodian or the relevant Subcustodian is in actual possession of the Portfolio’s securities, in both cases prior to the deadline established by the Custodian in its reasonable discretion and communicated to the Portfolio. The Custodian will furnish promptly to the Fund, on behalf of its applicable Portfolio, material information concerning subscription rights, bonus issue, stock

repurchase plan, redemption, exchange, tender offer or similar actions relating to the Portfolio’s securities received by Custodian (or any Subcustodian) from an issuer of any of the Portfolio’s securities, or from a securities information source customarily used by prudent professional global custodians.

Section 2.08. Stock Dividends, Rights, Etc. The Custodian shall receive and collect all stock dividends, rights and other items of like nature and, notwithstanding anything contained in this Agreement to the contrary, upon receipt of Proper Instructions, shall be held to the exercise of reasonable care in taking action with respect to the same as directed in such Proper Instructions; provided, the Custodian shall not be liable for any late exercise of any right or similar action in respect of a Portfolio’s securities unless (i) the Custodian has received a Proper Instruction with regard to the exercise of any such right or action and (ii) the Custodian or the relevant Subcustodian is in actual possession of the Portfolio’s securities, in both cases prior to the deadline established by the Custodian in its reasonable discretion and communicated to the Portfolio.

Section 2.09. Options. Upon receipt of Proper Instructions and in accordance with the provisions of any agreement between the Custodian, any registered broker-dealer and, if necessary, a Fund on behalf of any applicable Portfolio relating to compliance with the rules of the Options Clearing Corporation or of any registered national securities exchange or similar organization(s), the Custodian shall: (a) receive confirmations or other documents, if any, evidencing the purchase or writing of an option on a security or securities index by the applicable Portfolio; (b) deposit and maintain in a segregated account, securities (on the Custodian’s books and records, physically or by book-entry in a Securities System), cash or other assets; and (c) pay, release and/or transfer such securities, cash or other assets in accordance with notices or other communications evidencing the expiration, termination or exercise of such options furnished by the Options Clearing Corporation, the securities or options exchange on which such options are traded, or such other organization as may be responsible for handling such option transactions. Each Fund, on behalf of its applicable Portfolios, and the broker-dealer shall be responsible for the sufficiency of assets held in any segregated account established in compliance with applicable margin maintenance requirements and the performance of other terms of any option contract.

Section 2.10 Futures Contracts. Upon receipt of Proper Instructions, or pursuant to the provisions of any futures margin procedural agreement among a Fund, on behalf of any applicable Portfolio, the Custodian and any futures commission merchant (a “Procedural Agreement”), the Custodian shall: (a) receive and retain confirmations, if any, evidencing the purchase or sale of a futures contract or an option on a futures contract by the applicable Portfolio; (b) segregate on the Custodian’s books and records, for the benefit of the applicable futures commission merchant, cash or securities of a Portfolio to secure the obligations of such Portfolio under any futures contracts or options on futures contracts written by the Portfolio for the benefit of a futures commission merchant; (c) deliver out to a futures commission merchant to a broker’s margin account (a “Broker’s Futures Margin Account”) cash, securities and other assets designated as initial, maintenance or variation “margin” deposits, such amounts being intended to secure the applicable Portfolio’s performance of its obligations under any futures contracts purchased or sold or any such options on futures contracts written by the Portfolio; and (d) accept delivery of such assets back from a futures commission merchant holding a

Broker’s Futures Margin Account. Each Fund, on behalf of its applicable Portfolios, and the applicable futures commission merchant shall be responsible for the sufficiency of assets held in a Broker’s Futures Margin Account in compliance with applicable margin maintenance requirements and the performance of any futures contract or option on a futures contract in accordance with its terms. Any Fund assets held in a Broker’s Futures Margin Account by a futures commission merchant shall be deemed to be in the custody of such futures commission merchant, and the Custodian shall not be liable for the acts or omissions of any futures commission merchant during the period such futures margin is in the futures commission merchant’s custody.

Section 2.11. Borrowing. Upon receipt of Proper Instructions, the Custodian shall deliver securities of a Portfolio to lenders or their agents, or otherwise establish a segregated account as agreed to by the applicable Fund on behalf of such Portfolio and the Custodian, as collateral for borrowings effected by such Portfolio, provided that such borrowed money is paid by the lender (a) to or upon the Custodian’s order, as Custodian for such Portfolio, and (b) concurrently with delivery of such securities.

Section 2.12. Interest Bearing Deposits. Upon receipt of Proper Instructions directing the Custodian to purchase interest bearing fixed term and call deposits (hereinafter referred to collectively, as “Interest Bearing Deposits”) for the account of a Portfolio, the Custodian shall purchase such Interest Bearing Deposits in the name of the Portfolio with such banks or trust companies (including the Custodian, any Subcustodian or any subsidiary or affiliate of the Custodian) (hereinafter referred to as “Banking Institutions”) and in such amounts as the applicable Fund may direct pursuant to Proper Instructions. Such Interest Bearing Deposits may be denominated in U.S. Dollars or other currencies, as the applicable Fund on behalf of its Portfolio may determine and direct pursuant to Proper Instructions. The Custodian shall include in its records with respect to the assets of each Portfolio appropriate notation as to the amount and currency of each such Interest Bearing Deposit, the accepting Banking Institution and all other appropriate details, and shall retain such forms of advice or receipt evidencing such account, if any, as may be forwarded to the Custodian by the Banking Institution. The responsibilities of the Custodian to each Fund for Interest Bearing Deposits accepted on the Custodian’s books in the United States of America on behalf of the Fund’s Portfolios shall be that of a U.S. bank for a similar deposit. With respect to Interest Bearing Deposits other than those accepted on the Custodian’s books, (a) the Custodian shall be responsible for the collection of income as set forth in Section 2.15 and the transmission of cash and instructions to and from such accounts; and (b) the Custodian shall have no duty with respect to the selection of the Banking Institution or, so long as the Custodian acts in accordance with Proper Instructions, for the failure of such Banking Institution to pay upon demand. Upon receipt of Proper Instructions, the Custodian shall take such reasonable actions as the applicable Fund deems necessary or appropriate to cause each such Interest Bearing Deposit account to be insured to the maximum extent required by all applicable deposit insurers including, without limitation, the Federal Deposit Insurance Corporation.

(a) Foreign Exchange Transactions Other Than as Principal. Upon receipt of Proper Instructions, the Custodian shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or Banking Institutions as the applicable Fund may determine and direct pursuant to Proper Instructions. The Custodian shall be responsible for the transmission of cash and instructions to and from the currency broker or Banking Institution with which the contract or option is made, and the maintenance of proper records as set forth in Section 2.26.

(b) Foreign Exchange Contracts as Principal. The Custodian shall not be obligated to enter into foreign exchange transactions as principal. However, if the Custodian has made available to a Fund its services as a principal in foreign exchange transactions, upon receipt of Proper Instructions, the Custodian shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio of such Fund with the Custodian as principal. The Custodian shall be responsible for the selection of the currency brokers or Banking Institutions and the failure of such currency brokers or Banking Institutions to comply with the terms of any contract or option.

(c) Payments. Notwithstanding anything to the contrary contained herein, upon receipt of Proper Instructions the Custodian may, in connection with a foreign exchange contract, make free outgoing payments of cash in the form of U.S. Dollars or foreign currency prior to receipt of confirmation of such foreign exchange contract or confirmation that the countervalue currency completing such contract has been delivered or received.

Section 2.14. Securities Loans. Upon receipt of Proper Instructions, Custodian shall, in connection with loans of securities by a Portfolio, deliver securities of such Portfolio to the borrower thereof prior to receipt of the collateral, if any, for such borrowing; provided that, in cases of loans of securities secured by cash collateral, the Custodian’s instructions to the Securities System shall require that the Securities System deliver the securities of the Portfolio to the borrower thereof only upon receipt of the collateral for such borrowing. Upon receipt of Proper Instructions, the Custodian shall release the collateral received with respect to a loan of securities to the borrower against receipt of the loaned securities. The Custodian shall deliver out securities in connection with any lending arrangements made by the Fund on behalf of one or more Portfolios to a third-party lending agent or such lending agent’s custodian in accordance with Proper Instructions (which may not provide for contemporaneous receipt by the Custodian of collateral therefor) as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio.

Section 2.15. Bank Loans. The Custodian shall, in connection with bank loans, bank loan participations and bank loan assignments (whether in the U.S. or outside the U.S.) (“Bank Loans”), record, hold, and segregate for the account of a Fund, on behalf of its applicable Portfolios, all instruments, certificates, agreements and/or other documents evidencing such Bank Loans entered into by the Fund, on behalf of its applicable Portfolios (collectively,

“Financing Documents”) which the Custodian may receive. The Custodian shall be under no obligation to examine the contents or determine the sufficiency of any Financing Documents or to provide any certification with respect thereto. The Custodian shall be entitled to assume the genuineness, sufficiency and completeness of any Financing Documents received. The Custodian shall maintain records of all locations of such Financing Documents, together with a current inventory thereof. Upon receipt of Proper Instructions, the Custodian shall promptly deliver to a Fund, on behalf of the applicable Portfolio, or its designee, any Financing Documents being held on behalf of such Portfolio. Each Fund, on behalf of the applicable Portfolios, shall cause the Custodian to be named as its nominee for any Bank Loan and shall otherwise provide for the direct payment of all amounts due and payable to such Fund, on behalf of the applicable Portfolios, with respect to any Bank Loan. In addition, the Fund shall provide the Custodian with information it receives from the bank or other entity managing a Bank Loan or Financing Document regarding expected interest and principal payments with respect to the Bank Loans. The Custodian shall deliver to each applicable Fund regular reports with respect to its Bank Loans and the Financing Documents with such frequency as may be mutually agreed. The Custodian shall provide the Funds with prompt notice of any electronic information it actually receives regarding the Bank Loans or Financing Documents. The Custodian shall have no responsibilities or duties whatsoever under this Agreement, with respect to Bank Loans or Financing Documents, except for such responsibilities and duties as are expressly set forth herein.

(a) General Collections. The Custodian shall use reasonable efforts, and shall use reasonable efforts to cause any Subcustodian, to: (i) collect on a timely basis amounts due and payable to each Fund with respect to portfolio securities and other assets of each of such Fund’s Portfolios; (ii) promptly credit to the account of each applicable Portfolio all income and other payments relating to portfolio securities and other assets held by the Custodian hereunder upon Custodian’s receipt of such income or payments or as otherwise agreed in writing by the Custodian and the applicable Fund; (iii) promptly endorse and deliver any instruments required to effect such collections; (iv) promptly execute ownership and other certificates and affidavits for all federal, state and foreign tax purposes in connection with receipt of income, capital gains or other payments with respect to portfolio securities and other assets of each applicable Portfolio, or in connection with the purchase, sale or transfer of such securities or other assets; and (v) file on a timely basis any appropriate certificates or other affidavits for the refund or reclaim of foreign taxes paid; provided, however, that with respect to portfolio securities registered in so-called street name, the Custodian shall use its best efforts to collect amounts due and payable to each Fund with respect to its Portfolios. The Custodian shall promptly notify each applicable Fund in writing by facsimile transmission, or in such other manner as each such Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of such Fund(s) is not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default and for which the Custodian has not actually received official notification (with respect to such Fund’s Portfolio) regarding any future income or other payments.

(b) Bank Loan Collections. In addition to its obligations under Section 2.16(a), if principal payments with respect to a Bank Loan are not received by the Custodian on the date on which they are due, or in the case of interest payments, not received either on a scheduled interest payable date or in the amount of their accrued interest payable (“Loan Payments”), the Custodian shall promptly, but in no event later than the next succeeding day that is not a Saturday, a Sunday or a day on which the Custodian is closed for business (a “Business Day”) after the Loan Payment date, give telephonic notice, with confirmation by facsimile transmission, to the party obligated under the Bank Loan or Financing Documents to make such Loan Payment of its failure to make timely payment.

Section 2.17. Dividends, Distributions and Redemptions. The Custodian shall promptly release funds or securities: (a) upon receipt of Proper Instructions, to one or more Distribution Accounts (as hereinafter defined) designated by the applicable Fund or Funds in such Proper Instructions; or (b) upon receipt of Special Instructions (as hereinafter defined), as otherwise directed by the applicable Fund or Funds, for the purpose of the payment of dividends or other distributions to shareholders of each applicable Portfolio, and payment to shareholders who have requested repurchase or redemption of their shares of the Portfolio(s) (collectively, the “Shares”). For purposes of this Agreement, a “Distribution Account” shall mean an account established at a Banking Institution designated by the applicable Fund on behalf of one or more of its Portfolios in Special Instructions.

Section 2.18. Proceeds from Shares Sold. The Custodian shall receive funds representing cash payments received for Shares issued or sold from time to time by the Funds, and shall promptly credit such funds to the account(s) of the applicable Portfolio(s). The Custodian shall promptly notify each applicable Fund of Custodian’s receipt of cash in payment for Shares issued by such Fund by facsimile transmission or in such other manner as the Fund and Custodian may agree in writing. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver all federal funds received by the Custodian in payment for Shares in payment for such investments as may be set forth in such Proper Instructions and at a time agreed upon between the Custodian and the applicable Fund; and (b) make federal funds available to the applicable Fund as of specified times agreed upon from time to time by the applicable Fund and the Custodian, in the amount of checks received in payment for Shares which are deposited to the accounts of each applicable Portfolio.

Section 2.19. Proxies, Notices, Etc. The Custodian shall use reasonable efforts to promptly deliver to each applicable Fund or its designee all forms of proxies, all notices of meetings, and all notices regarding class action law suits or other similar claims affecting or relating to securities, instruments and Bank Loans owned by one or more of the applicable Fund’s Portfolios that are received by the Custodian, any Subcustodian, any nominee of either of them, or from a securities information source customarily used by prudent professional global custodians, and, upon receipt of Proper Instructions, the Custodian shall use reasonable efforts to promptly execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, instruments or Bank Loans, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. With respect to notices regarding class action

lawsuits, Custodian shall forward to each appropriate Fund in accordance with Proper Instructions agreed upon from time to time, all written information actually received by State Street Bank and Trust Company in its capacity as Custodian under this Agreement regarding any class action or other litigation in connection with the US Securities (as defined herein) or other assets issued in the United States and then held, or previously held during the term of this Agreement by the Custodian for the account of such Fund, including, but not limited to, opt-out notices and proof of claims forms, to the extent State Street Bank and Trust Company has such information in its capacity as Custodian for such Fund under this Agreement. For purposes of this Section, “US Securities” shall mean portfolio assets of the Fund for which State Street Bank and Trust Company is serving as Custodian pursuant to this Agreement and which are securities or other assets issued in the United States of America that are held, or have been held during the term of this Agreement by State Street Bank and Trust Company in its capacity as Custodian for the account of the applicable Fund, which assets have not been merged into another fund not covered by this Agreement.

Section 2.20. Bills and Other Disbursements. Upon receipt of Proper Instructions, the Custodian shall pay or cause to be paid, all bills, statements, or other obligations of each Portfolio.

Section 2.21. Nondiscretionary Functions. The Custodian shall attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer or other dealings with securities or other assets of each Portfolio held by the Custodian, except as otherwise directed from time to time pursuant to Proper Instructions.

(a) Accounts with the Custodian and any Subcustodians. The Custodian shall open and operate a bank account or accounts (hereinafter referred to collectively, as “Bank Accounts”) on the books of the Custodian or any Subcustodian provided that such account(s) shall be in the name of the Custodian or a nominee of the Custodian, for the account of a Portfolio, and shall be subject only to the draft or order of the Custodian; and provided further, however, that such Bank Accounts in countries other than the United States of America may be held in an account of the Custodian containing only assets held by the Custodian as a fiduciary or custodian for customers, and provided further, that the records of the Custodian shall indicate at all times the Portfolio or other customer for which such securities and other assets are held in such account and the respective interests therein. Such Bank Accounts may be denominated in either U.S. Dollars or other currencies. The responsibilities of the Custodian to each applicable Fund for deposits accepted on the Custodian’s books in the United States of America shall be that of a U.S. bank for a similar deposit. The responsibilities of the Custodian to each applicable Fund for deposits accepted on any Subcustodian’s books shall be governed by the provisions of Section 5.02(d) hereof.

(b) Accounts With Other Banking Institutions. The Custodian may open and operate Bank Accounts on behalf of a Portfolio, in the name of the Custodian or a nominee of the Custodian, at a Banking Institution other than the Custodian or any Subcustodian, provided that such account(s) shall be in the name of the Custodian or a

nominee of the Custodian, for the account of a Portfolio, and shall be subject only to the draft or order of the Custodian; provided however, that such Bank Accounts may be held in an account of the Custodian containing only assets held by the Custodian as a fiduciary or custodian for customers, and provided further, that the records of the Custodian shall indicate at all times the Portfolio or other customer for which such securities and other assets are held in such account and the respective interests therein. Such Bank Accounts may be denominated in either U.S. Dollars or other currencies. Subject to the provisions of Section 5.01(a), the Custodian shall be responsible for the selection of the Banking Institution and for the failure of such Banking Institution to pay according to the terms of the deposit.

(d) Deposit Insurance. Upon receipt of Proper Instructions, the Custodian shall take such reasonable actions as the applicable Fund deems necessary or appropriate to cause each deposit account established by the Custodian pursuant to this Section 2.22 to be insured to the maximum extent required by all applicable deposit insurers including, without limitation, the Federal Deposit Insurance Corporation.

Section 2.23. Deposit of Fund Assets in Securities Systems and Eligible Securities Depositories. (a) The Custodian may deposit and/or maintain domestic securities owned by a Portfolio in: (1) The Depository Trust Company; (2) the Participants Trust Company; (3) any book-entry system as provided in (i) Subpart O of Treasury Circular No. 300, 31 CFR 306.115, (ii) Subpart B of Treasury Circular Public Debt Series No. 27-76, 31 CFR 350.2, or (iii) the book-entry regulations of federal agencies substantially in the form of 31 CFR 306.115; or (4) any other domestic clearing agency registered with the U.S. Securities and Exchange Commission (“SEC”) under Section 17A of the Securities Exchange Act of 1934 (or as may otherwise be authorized by the SEC to serve in the capacity of depository or clearing agent for the securities or other assets of investment companies) which acts as a securities depository and the use of which each applicable Fund has previously approved by Special Instructions (each of the foregoing being referred to in this Agreement as a “Securities System”). Use of a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions:

(1) The Custodian may deposit and/or maintain securities held hereunder in a Securities System, provided that such securities are represented in an account (“Account”) of the Custodian in the Securities System which Account shall not contain any assets of the Custodian other than assets held as a fiduciary, custodian, or otherwise for customers and shall be so designated on the books and records of the Securities System.

(2) The Securities System shall be obligated to comply with the Custodian’s directions with respect to the securities held in such Account and shall not be entitled to a lien against the assets in such Account for extensions of credit to the Custodian other than for payment of the purchase price of such assets.

(3) Each Fund hereby designates the Custodian as the party in whose name any securities deposited by the Custodian in the Account are to be registered or recorded.

(4) The books and records of the Custodian shall at all times identify those securities belonging to each Portfolio which are maintained in a Securities System.

(5) The Custodian shall pay for securities purchased for the account of a Portfolio only upon (w) receipt of advice from the Securities System that such securities have been transferred to the Account of the Custodian, and (x) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Portfolio. The Custodian shall transfer securities sold for the account of a Portfolio only upon (y) receipt of advice from the Securities System that payment for such securities has been transferred to the Account of the Custodian, and (z) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Portfolio. Copies of all advices from the Securities System relating to transfers of securities for the account of a Portfolio shall identify such Portfolio and shall be maintained for such Portfolio by the Custodian. The Custodian shall deliver to each applicable Fund on the next Business Day daily transaction reports which shall include each day’s transactions in the Securities System for the account of each applicable Portfolio. Such transaction reports shall be delivered to each applicable Fund or any agent designated by such Fund pursuant to Proper Instructions, by computer or in such other manner as such Fund and the Custodian may agree in writing.

(6) The Custodian shall, if requested by a Fund pursuant to Proper Instructions, provide such Fund with all reports obtained by the Custodian or any Subcustodian with respect to a Securities System’s accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System.

(7) Upon receipt of Special Instructions to this effect, the Custodian shall terminate the use of any Securities System (except the federal book-entry system) on behalf of any Portfolio as promptly as practicable and shall take all actions reasonably practicable to safeguard the securities of any Portfolio maintained with such Securities System.

(b) The Custodian may deposit and/or maintain “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act, as the same may be amended from time to time (“Rule 17f-5’’)), owned by a Portfolio in a securities depository located outside the United States of America that the Custodian has determined meets the definition of “Eligible Securities Depository” under Rule 17f-7(b)(1) under the 1940 Act, as the same may be amended from time to time (“Rule 17f-7”), or that has otherwise been made exempt pursuant to an exemptive order of the SEC or no-action letter of the staff of the SEC (each of the foregoing being referred to in this Agreement as an “Eligible Securities Depository”), provided that prior to the deposit or maintenance of Foreign Assets of a Fund with a securities depository located outside the United States of America, the

Custodian shall have confirmed in writing to the Fund, on behalf of its Portfolios, that the securities depository is an Eligible Securities Depository. Use of an Eligible Securities Depository shall be in accordance with applicable SEC rules and regulations, in particular Rule 17f-7 under the 1940 Act, and subject to the following provisions:

(1) The Custodian or any Subcustodian may deposit and/or maintain Foreign Assets held hereunder in an Eligible Securities Depository, provided that such Foreign Assets are represented in an Account of the Custodian or Subcustodian in the Eligible Securities Depository which Account shall not contain any assets of the Custodian or Subcustodian other than assets held as a fiduciary, custodian, or otherwise for customers and shall be so designated on the books and records of the Eligible Securities Depository unless the Fund by Special Instructions permits another manner of holding, representing and/or designating a Fund’s Foreign Assets.

(2) The Custodian shall, in accordance with the standard of care set forth in Section 5.01(a) hereof, be responsible for: (A) providing the Fund or its designee, on behalf of its applicable Portfolio(s), an analysis of the custody risks associated with maintaining Foreign Assets with the Eligible Securities Depository; (B) establishing a system to monitor the custody risks associated with maintaining Foreign Assets with the Eligible Securities Depository; (C) monitoring the custody risks associated with maintaining Foreign Assets with the Eligible Securities Depository on a continuing basis; and (D) promptly notifying the Fund or its designee of any material change in the custody risks associated with maintaining Foreign Assets with the Eligible Securities Depository.

(3) The Eligible Securities Depository shall be obligated to comply with the Custodian’s or Subcustodian’s directions with respect to the Foreign Assets held in such Account, provided that the Foreign Assets held in such Account shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Custodian or Subcustodian (or either of their respective creditors), except a claim for reasonable payment for their safe custody or administration.

(4) Each Fund hereby designates the Custodian or each Subcustodian as the party in whose name any Foreign Assets deposited by the Custodian or the Subcustodian in the Account are to be registered or recorded, provided, however, that the Custodian may register or record Foreign Assets of a Fund in the name of the Fund or other nominee for the Fund upon the Custodian’s provision of written notice to the Fund of such proposed registration or recordation.

(5) The books and records of the Custodian shall at all times identify those Foreign Assets belonging to each Portfolio which are maintained in an Eligible Securities Depository.

(6) The Custodian shall pay for Foreign Assets purchased for the account of a Portfolio only upon (w) receipt of advice from the Eligible Securities Depository that such Foreign Assets have been transferred to the Account of the Custodian or Subcustodian, and (x) the making of an entry on the records of the

Custodian to reflect such payment and transfer for the account of such Portfolio. provided however, if required under the laws of the jurisdiction in which the Eligible Securities Depository is located or pursuant to the rules of an Eligible Securities Depository, the Custodian may receive delivery of such securities and make payment therefor in accordance with such applicable laws or rules of the Eligible Securities Depository, but in all events subject to the standard of care set forth in Section 5.0l(a) hereof. The Custodian or Subcustodian shall transfer Foreign Assets sold for the account of a Portfolio only upon (y) receipt of advice from the Eligible Securities Depository that payment for such Foreign Assets has been transferred to the Account of the Custodian or Subcustodian, and (z) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Portfolio, provided however, if required under the laws of the jurisdiction in which the Eligible Securities Depository is located or pursuant to the rules of an Eligible Securities Depository, the Custodian may make payment therefor and receive delivery of such securities in accordance with such applicable laws or rules of the Eligible Securities Depository, but in all events subject to the standard of care set forth in Section 5.01(a) hereof. Copies of all advices from the Eligible Securities Depository relating to transfers of Foreign Assets for the account of a Portfolio shall identify such Portfolio or the Custodian or Subcustodian who is holding the assets of such Portfolio and shall be maintained for such Portfolio by the Custodian. The Custodian shall deliver to each applicable Fund no later than the next succeeding Business Day, or at such other time or times as such Fund and the Custodian may agree in writing, daily transaction reports which shall include each day’s transactions in the Eligible Securities Depository for the account of each applicable Portfolio. Such transaction reports shall be delivered to each applicable Fund or any agent designated by such Fund pursuant to Proper Instructions, by electronic device or system (including without limitation, computers) or in such other manner as such Fund and the Custodian may agree in writing.

(7) The Custodian shall, if requested by a Fund or its designee pursuant to Proper Instructions, provide such Fund with all reports obtained by the Custodian or any Subcustodian with respect to an Eligible Securities Depository’s accounting system, internal accounting controls, and procedures for safeguarding Foreign Assets deposited in the Eligible Securities Depository.

(8) The Custodian (A) shall terminate the use of any Eligible Securities Depository on behalf of any Portfolio as soon as reasonably practicable and shall take all actions reasonably practicable to safeguard the Foreign Assets of any Portfolio maintained with such Eligible Securities Depository: (1) upon receipt of Special Instructions; or (2) in the absence of the receipt of Special Instructions, if the custody arrangement with the Eligible Securities Depository at any time ceases to satisfy the requirements of Rule 17f-7(b)(1), and (B) shall provide the Funds or their respective designees, on behalf of the Portfolios, with written notification of any termination of the Custodian’s use of an Eligible Securities Depository at least 90 days prior to the effective date of the proposed termination, unless the Funds in their discretion permit a shorter notification period.

(9) Each Eligible Securities Depository through which the Custodian maintains Foreign Assets of the applicable Portfolio(s) and the countries where they may hold Foreign Assets of the applicable Portfolio(s) shall be listed on Appendix B attached hereto, as the same may be amended from time to time in accordance with the provisions of Section 9.07(c) hereof.

(a) Upon receipt of Proper Instructions, the Custodian shall transfer to or receive from a third party that has been appointed to serve as an additional custodian of one or more Portfolios (an “Additional Custodian”) securities, cash and other assets of such Portfolios in accordance with such Proper Instructions. Each Additional Custodian shall be identified as such on Appendix B, as the same may be amended from time to time in accordance with the provisions of Section 9.07(c) hereof.

(b) Upon receipt of Special Instructions, the Custodian shall make such other dispositions of securities, funds or other assets of a Portfolio in a manner or for purposes other than as expressly set forth in this Agreement, provided that the Special Instructions relating to such disposition shall include a statement of the purpose for which the delivery is to be made, the amount of funds and/or securities or other assets to be delivered, and the name of the person or persons to whom delivery is to be made, and shall otherwise comply with the provisions of Sections 3.01 and 3.03 hereof.

Section 2.25. Establishment of Segregated Account. Upon receipt of Proper Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of a Portfolio, into which account or accounts may be transferred cash and/or securities or other assets of such Portfolio, including securities maintained by the Custodian in a Securities System pursuant to Section 2.23(a) hereof or an Eligible Securities Depository pursuant to Section 2.23(b) hereof, said account or accounts to be maintained: (a) for the purposes set forth in Sections 2.09, 2.10 and 2.11 hereof; (b) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the SEC or SEC rules, regulations or publicly available interpretative letters of the staff of the SEC relating to the maintenance of segregated accounts by registered investment companies; or (c) for such other purposes as set forth, from time to time, in Special Instructions.

Section 2.26. Custodian’s Books and Records. The Custodian shall provide any assistance reasonably requested by a Fund in the preparation of reports to such Fund’s shareholders and others, audits of accounts, and other ministerial matters of like nature. The Custodian shall maintain complete and accurate records with respect to securities and other assets held for the accounts of each Portfolio as required by the rules and regulations of the SEC applicable to investment companies registered under the 1940 Act, including: (a) journals or other records of original entry containing a detailed and itemized daily record of all receipts and deliveries of securities or other assets (including certificate and transaction identification numbers, if any), and all receipts and disbursements of cash; (b) ledgers or other records reflecting (i) securities in transfer, (ii) securities in physical possession, (iii) securities borrowed, loaned or collateralizing obligations of each Portfolio, (iv) monies borrowed and monies loaned

(together with a record of the collateral therefor and substitutions of such collateral), (v) dividends and interest received, (vi) the amount of tax withheld by any person in respect of any collection made by the Custodian or any Subcustodian, and (vii) the amount of reclaims or refunds for foreign taxes paid; and (c) cancelled checks and bank records related thereto. The Custodian shall keep such other books and records of each Fund as such Fund shall reasonably request. All such books and records maintained by the Custodian shall be maintained in a form acceptable to the applicable Fund and in compliance with the rules and regulations of the SEC, including, but not limited to, books and records required to be maintained by Section 31(a) of the 1940 Act and the rules and regulations from time to time adopted thereunder, and shall be reasonably arranged and indexed by the Custodian in a manner that permits reasonably prompt location, access and retrieval of a particular record including, if requested by a Fund, retrieval within the time period specified by any regulatory entity with jurisdiction over the Fund. All books and records maintained by the Custodian pursuant to this Agreement shall at all times be the property of each applicable Fund and shall be available upon request during normal business hours for inspection and use by such Fund and its agents, including, without limitation, its independent certified public accountants. Notwithstanding the preceding sentence, no Fund shall take any actions or cause the Custodian to take any actions which would cause, either directly or indirectly, the Custodian to violate any applicable laws, regulations or orders. In addition to the books and records required to be maintained by the Custodian pursuant to this Agreement, the Custodian shall keep such other books and records of each Fund as may be agreed to by the parties and upon such terms as may be agreed between the parties. All books and records maintained by the Custodian pursuant to this Agreement shall be maintained for the periods required under Rule 31a-2 of the 1940 Act. Upon a Fund’s request, the Custodian shall promptly surrender to such Fund copies of all books and records of the Fund maintained by the Custodian pursuant to this Agreement.

Section 2.27. Opinion of Fund’s Independent Certified Public Accountants. The Custodian shall take all reasonable action as a Fund may periodically request to obtain from year to year favorable opinions from such Fund’s independent certified public accountants with respect to the Custodian’s activities hereunder in connection with the preparation of the Fund’s Form N-lA, Form N-CSR and Form N-SAR or other periodic reports to the SEC and with respect to any other requirements of the SEC or the federal securities laws, including the 1940 Act, and the rules and regulations thereunder.

Section 2.28. Reports by Independent Certified Public Accountants. Annually, and as may otherwise be reasonably requested by a Fund, but in no event more frequently than semi-annually, the Custodian shall deliver to such Fund a written report prepared by the Custodian’s independent certified public accountants with respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian’s accounting system, internal accounting control and procedures for safeguarding cash, securities and other assets, including cash, securities and other assets deposited and/or maintained in a Securities System, Eligible Securities Depository or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by any Fund and as may reasonably be obtained by the Custodian.

Section 2.29. Advances by the Custodian. The Custodian may, in its sole discretion, advance funds on behalf of any of the Portfolios to make any payment permitted by this

Agreement upon receipt of any proper authorization by the applicable Fund required by this Agreement for such payments on behalf of the Portfolio. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Portfolio’s account with the Custodian, or for any other reason), any such overdraft or related indebtedness shall be deemed for purposes of this Agreement a loan made by the Custodian to the Fund for the account of the Portfolio payable on demand. Such overdraft shall bear interest at such rate as may be agreed to from time to time by the Fund and the Custodian for such loans unless the Fund on behalf of the Portfolio shall provide the Custodian with compensating balances. Each of the Funds agrees that the Custodian shall have a continuing lien and security interest to the extent of any overdraft or indebtedness, in and to any property at any time held by the Custodian for the benefit of the applicable Portfolio or in which the applicable Portfolio has an interest and which is then in the Custodian’s possession or control (or in the possession or control of any third party acting on the Custodian’s behalf). Each of the Funds authorizes the Custodian, in the Custodian’s sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of account standing to the credit of the applicable Portfolio on the Custodian’s books. In addition, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement; provided, however, the Custodian shall have provided the Fund three (3) days’ notice with respect thereto.

(a) The Custodian shall, at its own expense, procure and maintain: (i) workers compensation insurance for its own employees in an amount not less than the statutory limits under all applicable statutes, rules and regulations in each of the states in which Custodian operates and under all applicable federal statutes, rules and regulations, (ii) employers liability insurance in an amount not less than $1,000,000 per occurrence, (iii) comprehensive general liability insurance in an amount not less than $1,000,000 per occurrence, (iv) comprehensive automobile liability (including automobile non-ownership liability) insurance in a combined single limit amount of not less than $1,000,000 per occurrence, (v) umbrella or excess liability insurance providing coverages in excess of the coverages listed in (ii), (iii) and (iv) above in an amount not less than $5,000,000 per occurrence, (vi) errors and omission liability insurance in an amount not less than $10,000,000 per claim, (vii) a fidelity bond in an amount not less than $10,000,000 per loss, and (vii) electronic and computer crime insurance in an amount not less than $10,000,000 per loss; provided however that the term “Custodian” in this Section 2.30 shall not include a Subcustodian or Eligible Securities Depository. Nothing in this Section 2.30 shall be deemed to limit the Custodian’s liability to the types or coverage amounts specified above or to limit any coverage under any of Custodian’s insurance policies.

(b) Concurrent with the execution of this Agreement and thereafter upon the request of a Fund (but in no event more frequently than annually), Custodian shall provide a “certificate of insurance” to each Fund that evidences that policies, bonds or similar agreements providing the types and amounts of coverage specified in paragraph (a) of this Section 2.30 have been entered into and are in full force and effect and that specifies the applicable deductible amount for each policy, bond or similar agreement.

Section 2.31. Provision of Information. At the request of a Fund, the Custodian shall promptly provide to such Fund all information relating to such Fund’s, or any of its Portfolio’s, cash, securities, and other assets which may be reasonably requested by such Fund in order to determine the amount to be paid to the Custodian under Article VI hereof. Such information shall be delivered to such Fund at such time(s) and in such forms specified by such Fund.

(a) Proper Instructions. As used herein, the term “Proper Instructions” shall mean: (i) a tested telex, a SWIFT message, a written (including, without limitation, facsimile transmission) request, direction, instruction or certification signed or initialed by or on behalf of the applicable Fund by one or more Authorized Persons (as hereinafter defined); (ii) a telephonic or other oral communication by one or more Authorized Persons; (iii) a communication effected directly between an electro-mechanical or electronic device or system (including, without limitation, computers) by or on behalf of the applicable Fund by one or more Authorized Persons; or (iv) by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the Fund, provided that the applicable Fund has followed any security procedures agreed to from time to time by such Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum attached hereto; provided, however, that communications of the types described in clauses (ii) and (iii) above purporting to be given by an Authorized Person shall be considered Proper Instrnctions only if the Custodian reasonably believes such communications to have been given by an Authorized Person with respect to the transaction involved. Proper Instructions in the form of oral communications shall be confirmed by the applicable Fund by tested telex, SWIFT message or in writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reasonable reliance upon such oral instructions prior to the Custodian’s receipt of such confirmation. Proper Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions.

(b) Special Instructions. As used herein, the term “Special Instructions” shall mean Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated by the Treasurer of such Fund in writing, which countersignature or confirmation shall be (i) included on the same instrument containing the Proper Instructions or on a separate instrument relating thereto, and (ii) delivered by hand, by facsimile transmission, or in such other manner as the applicable Fund and the Custodian agree in writing.

(c) Address for Proper Instructions and Special Instructions. Proper Instructions and Special Instructions shall be delivered to the Custodian at the address

and/or telephone, telecopy or telex number agreed upon from time to time by the Custodian and the applicable Fund.

Section 3.02. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified as appropriate by a Treasurer or any Deputy or Assistant Treasurer of such Fund, a certificate setting forth: (a) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of such Fund (collectively, the “Authorized Persons” and individually, an “Authorized Person”); and (b) the names, titles and signatures of those persons authorized to issue Special Instructions. Such certificate may be accepted and reasonably relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall, unless otherwise specified therein, be considered to be in full force and effect until delivery to the Custodian of a similar certificate to the contrary. Upon delivery of a certificate which deletes the name(s) of a person previously authorized by a Fund to give Proper Instructions or to issue Special Instructions, such persons shall no longer be considered an Authorized Person or authorized to issue Special Instructions for that Fund.

Section 3.03. Persons Having Access to Assets of the Portfolios. Notwithstanding anything to the contrary contained in this Agreement, no Authorized Person, Trustee, officer, employee or agent of any Fund shall have physical access to the assets of any Portfolio of that Fund held by the Custodian nor shall the Custodian deliver any assets of a Portfolio for delivery to an account of such person; provided, however, that nothing in this Section 3.03 shall prohibit (a) any Authorized Person from giving Proper Instructions, or any person authorized to issue Special Instructions from issuing Special Instructions, so long as such action does not result in delivery of or access to assets of any Portfolio prohibited by this Section 3.03; or (b) each Fund’s independent certified public accountants from examining or reviewing the assets of the Portfolios of the Fund held by the Custodian. Each Fund shall deliver to the Custodian a written certificate identifying such Authorized Persons, Trustees, officers, employees and agents of such Fund.

Section 3.04. Actions of Custodian Based on Proper Instructions and Special Instructions. So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement (including the standard of care set forth in Section 5.0l(a)), the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.

The Custodian may, from time to time, in accordance with the relevant provisions of this Article IV, appoint one or more Domestic Subcustodians, Foreign Subcustodians, Interim Subcustodians and Special Subcustodians (each as hereinafter defined) to act on behalf of a Portfolio. (For purposes of this Agreement, all duly appointed Domestic Subcustodians, Foreign Subcustodians, Interim Subcustodians, and Special Subcustodians are hereinafter referred to collectively, as “Subcustodians.”) For the avoidance of doubt, no Underlying Fund Transfer

Agent shall be deemed an agent or Subcustodian of the Custodian for purposes of any provision of this Agreement.

Section 4.01. Domestic Subcustodians. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of one or more Portfolios as a subcustodian for purposes of holding cash, securities and other assets of such Portfolios and performing other functions of the Custodian within the United States (a “Domestic Subcustodian’’); provided that, the Custodian shall notify each applicable Fund in writing of the identity and qualifications of any proposed Domestic Subcustodian at least thirty (30) days prior to appointment of such Domestic Subcustodian, and such Fund may, in its sole discretion, by written notice to the Custodian executed by an Authorized Person disapprove of the appointment of such Domestic Subcustodian. If, following notice by the Custodian to each applicable Fund regarding appointment of a Domestic Subcustodian and the expiration of thirty (30) days after the date of such notice, such Fund shall have failed to notify the Custodian of its disapproval thereof, the Custodian may, in its discretion, appoint such proposed Domestic Subcustodian as its subcustodian.

(a) Foreign Subcustodians. Subject to and in accordance with the following provisions, the Board of Trustees or other governing body or entity of each Fund, on behalf of its applicable Portfolio(s), hereby delegates its responsibilities as set forth in Rule 17f-5 under the 1940 Act, to the Custodian and appoints the Custodian as its “Foreign Custody Manager” (as such term is defined in Rule 17f-5), and the Custodian hereby accepts such delegation and appointment and agrees to (1) act on behalf of the applicable Fund(s) and Portfolios in such capacity, (2) perform the responsibilities set forth in Rule 17f-5, and (3) exercise the standard of care set forth in Section 5.0l(a) hereof in performing its responsibilities hereunder and under Rule 17f-5, except to the extent Rule 17f-5 provides a higher standard of care, in which case that standard shall apply.

(i) Subject to and in accordance with the provisions of Rule 17f-5, the Custodian may, at any time and from time to time, appoint: (A) any “Qualified Foreign Bank” (as such term is defined in Rule 17f-5), (B) any majority-owned direct or indirect subsidiary of a “U.S. Bank” (as such term is defined in Rule 17f-5) or U.S. bank holding company meeting the requirements of an “Eligible Foreign Custodian” (as such term is defined in Rule 17f-5), (C) any other entity which by order of the SEC, or by no-action letter of the staff of the SEC is exempt from meeting the requirements of an “Eligible Foreign Custodian” as set forth in Rule 17f-5, to act on behalf of the applicable Fund(s) and Portfolio(s) as a subcustodian for purposes of holding “Foreign Assets” (as defined in Rule 17f-5), or (D) any “Bank” (as such term is defined in the 1940 Act) that qualifies as and may serve as a custodian under Section 17(f) of the 1940 Act (each a “Foreign Subcustodian”).

(ii) Without limiting the foregoing, the Custodian shall be responsible for (A) determining that each applicable Fund’s or Portfolio’s Foreign Assets,

if maintained with each Foreign Subcustodian, will be subject to the standard of care set forth in Section 5.0l(a) hereof after considering all factors relevant to the safekeeping of such assets including, without limitation, those factors set forth in the provisions of paragraph (c)(l) of Rule 17f-5, (B) ensuring that each foreign custody arrangement with a Foreign Subcustodian is governed by a written contract with the Custodian meeting the requirements of paragraph (c)(2) of Rule 17f-5 which will provide reasonable care for each applicable Fund’s or Portfolio’s Foreign Assets based on the standard of care set forth in Section 5.0l(a) hereof, (C) determining that each contract with a Foreign Subcustodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of Rule 17f-5 or alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as the Custodian reasonably determines will provide, in their entirety, the same or greater level of care and protection for the Foreign Assets of each Fund or Portfolio as such specified provisions in their entirety, (D) establishing a system to monitor the appropriateness of maintaining each applicable Fund’s or Portfolio’s Foreign Assets with each Foreign Subcustodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Foreign Subcustodian under the subcustodian agreement between the Custodian and the Foreign Subcustodian, (E) monitoring the appropriateness of maintaining each applicable Fund’s and Portfolio’s Foreign Assets with each Foreign Subcustodian pursuant to paragraph (c)(1) of Rule 17f-5 and the performance of each Foreign Subcustodian under the subcustodian agreement between the Custodian and the Foreign Subcustodian, and (F) promptly notifying each applicable Fund or Portfolio whenever an arrangement described in the preceding clause (E) no longer satisfies the requirements of Rule 17f-5.

(iii) The Custodian shall prepare written reports to the Board of Trustees or other governing body or entity of each Fund, on behalf of its applicable Portfolio(s), on an annual basis showing (A) the identity and qualifications of each Foreign Subcustodian authorized by the Custodian to hold Foreign Assets of the Fund(s) and Portfolio(s), (B) the placement of the Fund’s and Portfolio’s Foreign Assets with each such Foreign Subcustodian, (C) the country or countries in which each Foreign Subcustodian is authorized to hold Foreign Assets of the applicable Fund(s) and Portfolio(s) and (D) any material changes to the Custodian’s foreign custody arrangements for the applicable Fund(s) and Portfolios) since the submission of the Custodian’s last written report to the applicable Fund’s Board of Trustees or other governing body or entity pursuant to this Section 4.02(a)(iii), including without limitation:

(1) changes in the Foreign Subcustodians included in the Custodian’s global custody network or arrangements;

(2) any change, including any amendment or modification to the subcustodian agreements between the Custodian and each of the Foreign Subcustodians, that could materially affect the ability of a Foreign Subcustodian to perform its duties in respect of the applicable Funds, or Portfolios’ Foreign Assets.

In addition to the annual reports required by clause (a) (iii) above, the Custodian shall submit promptly (but in no event later than five (5) Business Days after the event giving rise to a reporting requirement) interim reports to the Board of Trustees or other governing body or entity of each applicable Fund, on behalf of its applicable Portfolio(s), of any changes that have or could materially affect the ability of a Foreign Subcustodian to perform its duties in respect of the Funds’ and Portfolios’ assets and any actions that the Custodian has taken or proposes to take in connection with such changes.

(iv) Each duly appointed Foreign Subcustodian and the countries where and clearing agencies through which they may hold Foreign Assets of the applicable Fund(s) and Portfolio(s) shall be listed on Appendix B attached hereto and dated as of the date of this Agreement, as the same may be amended from time to time, in accordance with the provisions of Section 9.07(c) hereof.

(v) Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment by itself or by one of its Portfolios which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian to effect the appropriate arrangements with a proposed foreign subcustodian.

(vi) The Custodian shall provide the Funds or their respective designees, on behalf of their Portfolios, with written notification of any (A) proposed change in the Foreign Subcustodians included in the Custodian’s global custody network or arrangements at least thirty (30) Business Days prior to the effective date of the proposed change, or (B) termination, in whole or with respect to one or more specified jurisdictions, of its acceptance of the Board of Trustees or other governing body or entity of a Fund, on behalf of its applicable Portfolio(s), delegation and appointment as the Fund’s “Foreign Custody Manager” at least ninety (90) days prior to the effective date of the proposed termination; unless, in either case, the Funds in their discretion permit a shorter notification period.

(b) Interim Subcustodians. Notwithstanding the foregoing, in the event that a Portfolio shall invest in a security or other asset to be held in a country in which no Foreign Subcustodian is authorized to act, the Custodian shall promptly notify the applicable Fund in writing by facsimile transmission or in such other manner as such Fund and Custodian shall agree in writing of the unavailability of an approved Foreign Subcustodian in such country; and the Custodian shall, upon receipt of Special Instructions, appoint any Person (as hereinafter defined) designated by the applicable Fund in such Special Instructions to hold such security or other asset provided that such Person meets the requirements of this Section 4.02(b). The subcustodian agreement between the Custodian and any Interim Subcustodian shall comply with the provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable) and the terms and provisions of this Agreement. The Custodian shall comply with Section 4.02 (a)(i), (ii), (iii), and (vi) hereof with respect to the appointment of an Interim Custodian. (Any Person appointed as a subcustodian pursuant to this Section 4.02(b) is hereinafter referred to as an “Interim Subcustodian.”)

Section 4.03. Special Subcustodians. Upon receipt of Special Instructions, the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a subcustodian for purposes of: (i) effecting third-party repurchase transactions with banks, brokers, dealers or other entities through the use of a common custodian or subcustodian; (ii) providing depository and clearing agency services with respect to certain variable rate demand note securities; and (iii) effecting any other transactions designated by each applicable Fund in Special Instructions. (Each such designated subcustodian is hereinafter referred to as a “Special Subcustodian.”) Each such duly appointed Special Subcustodian shall be listed on Appendix B attached hereto, as it may be amended from time to time in accordance with the provisions of Section 9.07(c) hereof. In connection with the appointment of any Special Subcustodian, the Custodian shall use reasonable efforts to enter into a subcustodian agreement with the Special Subcustodian in form and substance approved by each applicable Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder (including Rule l7f-5, if applicable) and the terms and provisions of this Agreement. If any Special Custodian is a Foreign Custodian, the Custodian shall comply with Section 4.02 of this Agreement. The Custodian shall not amend any subcustodian agreement entered into with a Special Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, except upon prior approval pursuant to Special Instructions.

Section 4.04. Termination of a Subcustodian. The Custodian shall (i) cause each Domestic Subcustodian and Foreign Subcustodian to, and (ii) use its best efforts to cause each Interim Subcustodian and Special Subcustodian to, perform all of its obligations in accordance with the terms and conditions of the subcustodian agreement between the Custodian and such Subcustodian. In the event that the Custodian is unable to cause a Subcustodian to fully perform its obligations thereunder, the Custodian shall use reasonable efforts to promptly notify the applicable Fund and, upon the receipt of Special Instructions, use reasonable efforts to promptly terminate such Subcustodian with respect to each applicable Fund and, if necessary or desirable, appoint a replacement Subcustodian in accordance with the provisions of Section 4.01, Section 4.02 or Section 4.03, as the case may be. In addition to the foregoing, the Custodian (A) may, at any time in its discretion, upon written notification to each applicable Fund, terminate any Domestic Subcustodian, Foreign Subcustodian or Interim Subcustodian, and (B) shall, upon receipt of Special Instructions, terminate any Subcustodian with respect to each applicable Fund, in accordance with the termination provisions under the applicable subcustodian agreement.

Section 4.05. Confirmation Regarding Foreign Subcustodians. Each report presented to the Board of Trustees of each Fund, on behalf of itself or its applicable Portfolio(s), by the Custodian pursuant to Section 4.02(a)(iii) above shall be accompanied by a confirmation representing that (A) the Custodian has established a system to monitor the appropriateness of maintaining the Fund’s or Portfolio’s Foreign Assets with each Foreign Subcustodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Foreign Subcustodian under the subcustodian agreement between the Custodian and the Foreign Subcustodian; (B) the Custodian has monitored all Foreign Subcustodians and each Foreign Subcustodian continues to be an “Eligible Foreign Custodian,” (as such term is defined in Rule 17f-5); (C) each Foreign Subcustodian continues to provide the standard of care set forth in Section 5.0l(a) hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5; (D) all foreign custody agreements between the Custodian and the Foreign

Subcustodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5; (E) since the submission of the last report pursuant to Section 4.02(a)(iii) above, there have been no material adverse changes to the Custodian’s foreign custody network or arrangements other than those reported to the Board of Trustees or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report; and (F) the information included in the report is true, accurate and complete in all material respects.

(a) General Standard of Care. The Custodian shall exercise diligence, prudence and reasonable care in carrying out all of its duties and obligations under this Agreement, and shall be liable to each Fund for all direct losses, damages and expenses suffered or incurred by such Fund or its Portfolio(s) resulting from the failure of the Custodian to exercise such diligence, prudence and reasonable care. In no event shall any party hereto be liable for indirect, special or consequential losses, damages or expenses.

(b) Disruption of Services; Actions Prohibited by Applicable Law, Etc. In order to prevent the disruption of services in the event of any reasonably foreseeable adverse event (such as terrorism or related threats to security, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), the Custodian shall maintain at all times, at no additional expense to the Funds, a complete business continuity, disaster recovery, business resumption and crisis management plan (“Business Continuity/Disaster Recovery Plan”) reasonably designed to safeguard from loss or damage attributable to terrorism or related threats to security, fire, flood, theft or any other cause the cash, security, other assets, records and other data of the Funds and the Portfolios and the Custodian’s records, data, equipment, facilities and other property used in the performance of its obligations under the Agreement. Upon reasonable request, the Custodian shall discuss with senior management of the Funds the Business Continuity/Disaster Recovery Plan and/or provide a high-level presentation summarizing the Business Continuity/Disaster Recovery Plan. For the avoidance of doubt, the parties hereto agree that for purposes of the immediately preceding sentence, “reasonable” shall mean at least annually. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond the Custodian’s control, the Custodian shall, at no additional expense to the Fund, use commercially reasonable efforts to minimize service interruptions. In no event shall the Custodian incur liability hereunder if the Custodian or any Subcustodian, Securities System or Eligible Securities Depository, or any subcustodian, securities depository or securities system utilized by any such Subcustodian, or any nominee of the Custodian or any Subcustodian (individually, a “Person”) is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction; or (ii) any act of

God or war or other similar circumstance beyond the control of the Custodian, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not reasonably be anticipated and/or prevented by such Person.

(c) Mitigation by Custodian. Upon the occurrence of any event which causes any loss, damage or expense to any Fund or Portfolio, (i) the Custodian shall promptly notify the applicable Fund or Portfolio of the occurrence of such event, (ii) the Custodian shall cause any applicable Domestic Subcustodian or Foreign Subcustodian to use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Funds and the Portfolios, and (iii) the Custodian shall use its best efforts to cause any applicable Interim Subcustodian, Special Subcustodian or Eligible Securities Depository to use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Funds and the Portfolios.

(d) Advice of Counsel. The Custodian shall be entitled to receive and act upon advice of counsel on all matters. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to the advice of (i) counsel for the applicable Fund or Portfolio, or (ii) at the expense of the Custodian, such other counsel as the applicable Fund(s) and the Custodian may agree upon; provided however, with respect to the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the standard of care set forth in Section 5.0l(a).

(e) Liability for Past Records. The Custodian shall have no liability in respect of any loss, damage or expense suffered by a Fund, insofar as such loss, damage or expense arises from the performance of the Custodian’s duties hereunder by reason of the Custodian’s reliance upon records that were maintained for such Fund by entities other than the Custodian prior to the Custodian’s appointment as custodian for such Fund.

(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian shall be liable for the actions or omissions of any Domestic Subcustodian or any Foreign Subcustodian to the same extent as if such action or omission was performed by the Custodian itself. In the event of any direct loss, damage or expense suffered or incurred by a Fund that is or was directly caused by or resulting directly from the actions or omissions of any Domestic Subcustodian or Foreign Subcustodian for which the Custodian would otherwise be liable, the Custodian shall promptly reimburse such Fund in the amount of any such loss, damage or expense. Notwithstanding the foregoing, the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any Domestic Subcustodian or Foreign Subcustodian that is not a wholly owned subsidiary of the Custodian; provided, however, that the

foregoing exculpation of the Custodian for liability as to a particular Domestic Subcustodian or Foreign Subcustodian shall not be applicable to any Domestic Subcustodian or Foreign Subcustodian appointed after the date hereof until the Fund has received 30 calendar days’ notice of such appointment and during such 30-calendar-day period, the Custodian shall, if requested by the Fund, provide the Fund with such publicly available portion of the financial information regarding the Subcustodian that the Custodian reviewed in connection with its assessment of the financial stability of the proposed Subcustodian.

(b) Interim Subcustodians. Notwithstanding the provisions of Section 5.01 to the contrary, the Custodian shall not be liable to a Fund for any loss, damage or expense suffered or incurred by such Fund or any of its Portfolios resulting from the actions or omissions of an Interim Subcustodian unless such is a direct loss, damage or expense suffered or incurred by such Fund and is directly caused by, or results directly from, the negligence, misfeasance or misconduct of the Custodian; provided however, in the event of any such loss, damage or expense, the Custodian shall take all reasonable steps to enforce such rights as it may have against such Interim Subcustodian to protect the interests of the Funds and the Portfolios. Notwithstanding the foregoing, the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any Interim Subcustodian.

(c) Special Subcustodians and Additional Custodians. Notwithstanding the provisions of Section 5.01 to the contrary and except as otherwise provided in any subcustodian agreement to which the Custodian, a Fund and any Special Subcustodian or Additional Custodian are parties, the Custodian shall not be liable to a Fund for any loss, damage or expense suffered or incurred by such Fund or any of its Portfolios resulting from the actions or omissions of a Special Subcustodian or Additional Subcustodian, unless such is a direct loss, damage or expense suffered or incurred by such Fund and is directly caused by, or results directly from, the negligence, misfeasance or misconduct of the Custodian; provided however, in the event of any such loss, damage or expense, the Custodian shall take all reasonable steps to enforce such rights as it may have against any Special Subcustodian or Additional Custodian to protect the interests of the Funds and the Portfolios. Notwithstanding the foregoing, the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any Special Subcustodian or Additional Custodian.

(d) Securities Systems and Eligible Securities Depositories. Notwithstanding the provisions of Section 5.01 to the contrary, the Custodian shall not be liable to a Fund for any loss, damage or expense suffered or incurred by such Fund or any of its Portfolios resulting from the use by the Custodian of a Securities System or Eligible Securities Depository, unless such is a direct loss, damage or expense suffered or incurred by such Fund and is directly caused by, or results directly from, the negligence, misfeasance or misconduct of the Custodian; provided however, in the event of any such loss, damage or expense, the Custodian shall take all reasonable steps to enforce such rights as it may have against the Securities System or Eligible Securities Depository to protect the interests of the Funds and the Portfolios. Notwithstanding the foregoing, the

Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any Securities System or Eligible Securities Depository.

(a) Indemnification Obligations of the Funds. Subject to the limitations set forth in this Agreement, each Fund severally (and not jointly nor jointly and severally) agrees to indemnify and hold harmless the Custodian and its nominees from all direct loss, damage and expense, and reasonable attorneys’ fees, suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund or its Portfolio in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage, expense or attorneys’ fees occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee (for the avoidance of doubt, the term “nominee” as used in this Article V shall not include Interim Custodians, Special Subcustodians, Additional Custodians, Eligible Securities Depositories or Securities Systems); provided, further, that the Custodian shall not be entitled to indemnification as to any matter to the extent that the loss, damage, expenses or attorneys’ fees is the result of the Custodian’s breach of the applicable standard of care under this Agreement, except for any liability arising out of the insolvency of any Subcustodian, as to which the indemnification obligation of each Fund and Portfolio shall not be limited. In addition, each Fund agrees severally (and not jointly nor jointly and severally) to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage, expenses or attorneys’ fees incurred by such Person, resulting from the fact that securities and other property of such Fund’s Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

(b) Indemnification Obligation of the Custodian. Subject to the limitations set forth in this Agreement, the Custodian agrees to indemnify and hold harmless each Fund, on behalf of its Portfolios, from all direct loss, damage and expense, and reasonable attorneys’ fees, suffered or incurred by such Fund on behalf of its Portfolios and resulting directly from the failure of the Custodian to exercise the standard of care set forth in Section 5.01(a) hereof; provided however, that such indemnity shall not apply to loss, damage, expense or attorneys’ fees occasioned by or resulting from the negligence, misfeasance or misconduct of any Fund.

(c) Notice of Litigation; Right to Prosecute, Etc. No Fund or Portfolio shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund or Portfolio in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Portfolio may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Portfolio shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may

assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund or Portfolio has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund or Portfolio is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Portfolio with adequate notice of any such settlement or judgment, and without each such Fund’s or Portfolio’s prior written consent. All Persons shall submit written evidence to each applicable Fund or Portfolio with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Portfolio may reasonably request.

Section 5.04. Fund’s Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for any loss, damage or expense caused such Fund or Portfolio by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian makes such Fund or Portfolio whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund’s or Portfolio’s election to enforce any rights of the Custodian under this Section 5.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the Custodian’s consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund or Portfolio’s enforcement of any rights of the Custodian. Each Fund or Portfolio agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the failure of the Custodian to exercise the standard of care set forth in Section 5.0l(a) hereof.

On behalf of each of its Portfolios, each Fund shall compensate the Custodian for its services and expenses in such amounts, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund.

Section 7.01. Termination of Agreement as to One or More Funds. This Agreement shall become effective as of the date first above-written and shall remain in full force and effect for a period of two (2) years (the “Initial Term”). During the Initial Term and thereafter, each Fund, at its discretion, may terminate this Agreement in the event of any of the following termination events: (i) such Fund’s determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian’s receipt of written notice of termination, or at such later time as such Fund shall designate; (ii) the Custodian fails to (a) perform in a material respect and on more than one occasion the safekeeping services set forth in Section 2.01 hereof, and (b) cure or establish a remedial plan, acceptable to such Fund acting reasonably, in each case within 30 days of written notice thereof; or (iii) in such Fund’s reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice must be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan to address the deficiency(ies) set forth in the Deficiency Notice (the “Plan”). Such Plan must be provided to Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Response Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Response Notice within such 15-day period, it shall be presumed that Fund accepted the Plan. In the event the Fund submits a Response Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) to the Fund. Such Revised Plan must be provided to the Fund within 30 days after provision of the Response Notice rejecting the Plan. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its sole discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”). Any Revised Plan Notice must be submitted to the Custodian within 15 days after provision of the Revised Plan. If Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its sole discretion, terminate this Agreement upon 60 days’ written notice

to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice.

Following the Initial Term, with respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund’s determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian’s receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a “Terminating Fund”), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses and all overdrafts and related charges with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. The Custodian may retain such portion of a Terminating Fund’s assets as is necessary to satisfy any obligation of such Terminating Fund to the Custodian. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, and following the satisfaction of all obligations of such Terminating Fund to State Street Bank and Trust Company arising under this Agreement and/or such Terminating Fund’s fund accounting agreement with State Street Bank and Trust Company, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund’s Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund’s Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund’s Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to a failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that, subject to the satisfaction of all obligations of such Terminating Fund to the Custodian, the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to reasonably cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement.

Section 7.02. Termination as to One or More Portfolios. During the Initial Term, this Agreement may be terminated as to one or more of a Fund’s Portfolios (but less than all of its Portfolios) in accordance with Section 7.01. Following the Initial Term, this Agreement may be terminated as to one or more of a Fund’s Portfolios (but less than all of its Portfolios) by delivery by a Fund, on behalf of its Portfolios, to the Custodian of an amended Appendix A deleting such Portfolios pursuant to Section 9.07(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix A which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolios so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix A, as amended from time to time.

(a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any Subcustodian of any such rights shall in all events be in compliance with the terms of this Agreement.

(b) Actions by Custodian. Upon receipt of Proper Instructions, the Custodian shall execute and deliver to each applicable Fund or to such other parties as such Fund(s) may designate in such Proper Instructions, all such documents, instruments or agreements as may be reasonable and necessary or desirable in order to effectuate any of the transactions contemplated hereby.

Section 9.02. Representative Capacity; Nonrecourse Obligations. A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND THAT IS ORGANIZED AS A MASSACHUSETTS BUSINESS TRUST IS ON FILE WITH THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE MEMBERS OF THE BOARD OF TRUSTEES OR MEMBERS OF THE BOARD OF MANAGERS OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, MANAGERS, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND’S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, MANAGER, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.

Section 9.03. Several Obligations of the Funds and the Portfolios. WITH RESPECT TO ANY OBLIGATIONS OF A FUND ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS ARISING UNDER SECTIONS 5.03, 5.04 AND ARTICLE VI HEREOF, THE CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH EACH FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN INSTRUMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. CONSISTENT WITH THE FOREGOING, THE OBLIGATIONS OF EACH FUND AND PORTFOLIO UNDER THIS AGREEMENT ARE SEVERAL AND NEITHER JOINT NOR JOINT AND SEVERAL.

(a) Representations, Warranties and Covenants of Each Fund. Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to it at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end or closed-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement on behalf of each applicable Portfolio are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund’s corporate charter, Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

(b) Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to each Fund that each of the following shall be true, correct and complete at all times during the term of this Agreement: (i) the Custodian is duly organized under the laws of its jurisdiction of organization and

qualifies to act as a custodian to open-end and closed-end management investment companies under the provisions of the 1940 Act; (ii) the execution, delivery and performance by the Custodian of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Custodian’s corporate charter, or other organizational document, or bylaws, or any amendment thereof, (iii) the Custodian is a “Qualified Foreign Bank” (as defined in Rule 17f-5), a “U.S. Bank” (as defined in Rule 17f-5) or an entity which by order of the SEC or by no-action letter of the staff of the SEC is exempt from meeting the requirements of an “Eligible Foreign Custodian” (as set forth in Rule 17f-5), (iv) the Custodian qualifies as a “Primary Custodian” (as defined in Rule 17f-7) and accepts the responsibilities thereof with respect to the Funds and Portfolios, (v) the Custodian has entered into policies, bonds or similar arrangements which provide the types and minimum amounts of insurance and related coverage set forth in Section 2.30 hereof and such policies, bonds or similar arrangements are in full force and effect; and (vi) the Custodian shall maintain and keep current a Business Continuity/Disaster Recovery Plan and the capacity to execute such Business Continuity/Disaster Recovery Plan.

Section 9.05. Application of SEC Rules; Interpretation of Agreement in Accordance with SEC or Publicly Available Interpretative Letters of the SEC Staff. To the extent this Agreement refers to Rule 17f-5, Rule 17f-6, Rule 17f-7, or any other rule promulgated by the SEC under the federal securities laws, including the 1940 Act, this Agreement shall be deemed to refer to those rules to the extent relevant and shall be interpreted in accordance with those rules as they may be amended or restated from time to time or otherwise interpreted or modified in accordance with relevant SEC or publicly available interpretative letters of the SEC staff. This Agreement, including the duties and obligations of the Custodian hereunder, shall be interpreted in accordance with the applicable requirements of the federal securities laws, as such laws may be interpreted or modified from time to time in accordance with relevant SEC or publicly available interpretative letters of the SEC Staff.

Section 9.06. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Fund, on the one hand, and the Custodian, on the other, with respect to the subject matter hereof and accordingly, supersedes as of the effective date of this Agreement any custodian agreement heretofore in effect between each Fund and the Custodian.

Section 9.07. Waivers and Amendments. No provision of this Agreement may be waived, amended or terminated except by a statement in writing signed by the party against which enforcement of such waiver, amendment or termination is sought; provided, however: (a) Appendix A listing the Portfolios of each Fund for which the Custodian serves as custodian may be amended from time to time to add one or more Portfolios for one or more Funds, by each applicable Fund’s execution and delivery to the Custodian of an amended Appendix A, and the execution of such amended Appendix by the Custodian, in which case such amendment shall take effect immediately upon execution by the Custodian; (b) subject to Article VII hereof, Appendix A may be amended from time to time to delete one or more Portfolios (but less than all of the Portfolios) of one or more of the Funds, by each applicable Fund’s execution and delivery to the Custodian of an amended Appendix A, in which case such amendment shall take effect

thirty (30) days after such delivery, unless otherwise agreed by the Custodian and each applicable Fund in writing; (c) Appendix B listing Foreign Subcustodians, Eligible Securities Depositories, Special Subcustodians and Additional Custodians, may be amended from time to time to add or delete one or more Foreign Subcustodians, Eligible Securities Depositories, Special Subcustodians or Additional Custodians for a Fund or Funds, with respect to Foreign Subcustodians or Eligible Securities Depositories, by the Custodian’s delivery of appropriate notice to the Fund, in which case such amendment shall take effect immediately upon such delivery of notice; and, with respect only to Special Subcustodians or Additional Custodians, by either party’s execution and delivery to the other party hereto of an amended Appendix B; and (d) Appendix D listing the Fund of Funds Portfolios for which the Custodian serves as custodian may be amended from time to time to add or delete one or more of the Fund of Funds Portfolios, by each applicable Fund’s or Portfolio’s execution and delivery to the Custodian of an amended Appendix D, and the execution of such amended Appendix by the Custodian, in which case such amendment shall take effect immediately upon execution by the Custodian.

Section 9.08. Interpretation. In connection with the operation of this Agreement, the Custodian and any Fund may agree in writing from time to time on such provisions interpretative of or in addition to the provisions of this Agreement with respect to such Fund as may in their joint opinion be consistent with the general tenor of this Agreement. No interpretative or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement or affect any other Fund.

Section 9.09. Captions. Headings contained in this Agreement, which are included as convenient references only, shall have no bearing upon the interpretation of the terms of the Agreement or the obligations of the parties hereto.

Section 9.10. Governing Law. Insofar as any question or dispute may arise in connection with the custodianship of foreign securities pursuant to an agreement with a Foreign Subcustodian that is governed by the laws of the State of New York, the provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of New York, provided that in all other instances this Agreement shall be construed in accordance with and governed by the laws of The Commonwealth of Massachusetts, in each case without giving effect to principles of conflicts of law.

Section 9.11. Notices. Except in the case of Proper Instructions or Special Instructions, notices and other writings contemplated by this Agreement shall be delivered by hand or by facsimile transmission (provided that in the case of delivery by facsimile transmission, notice shall also be mailed postage prepaid to the parties at the following addresses:

[Trust Name]
c/o Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
Attn: Treasurer of the MFS Funds
Telephone: 617-954-5000

State Street Bank and Trust Company
U.S. Investor Services Division, LCC/2S
Lafayette Corporate Center
2 Avenue de Lafayette
Boston, MA 02111-1724

Attn: W. Andrew Fry, Senior Vice President
Telephone: 617-662-1567
Telefax: 617-662-2865

Mary Moran Zeven, Senior Vice President & Senior Managing Counsel
State Street Bank and Trust Company
Legal Division, LCC/2S
Lafayette Corporate Center
2 Avenue de Lafayette
Boston, MA 02111-1724
Telephone: 617-662-3980
Telefax: 617-662-3805

or to such other address as a Fund or the Custodian may have designated in writing to the other.

Section 9.12. Assignment. This Agreement shall be binding on and shall inure to the benefit of each Fund severally and the Custodian and their respective successors and assigns, provided that, subject to the provisions of Section 7.01 hereof, neither the Custodian nor any Fund may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

Section 9.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. With respect to each Fund, this Agreement shall become effective when one or more counterparts have been signed and delivered by such Fund and the Custodian.

Section 9.14. Consent to Recording. Subject to Section 9.14, each Fund and the Custodian hereby agree that each may electronically record all telephonic conversations between them and that any such recordings may be submitted in evidence in any proceedings relating to this Agreement.

Section 9.15. Confidentiality: Survival of Obligations. The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third

party without the prior consent of such providing party. During the term of this Agreement, the Custodian agrees that it will maintain and enforce policies which prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of any Portfolio. In addition, the Custodian is familiar with Regulation S-P and agrees not to disclose or use non-public personal information about Fund or Portfolio shareholders except in accordance with Regulation S-P and the Funds’ applicable privacy policies. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a violation of this Agreement, or that is required to be disclosed by any bank examiner of the Custodian or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. The provisions of this Section 9.15 and Sections 9.01, 9.02, 9.03, 9.10, Section 2.26, Section 3.04, Section 7.01, Article V and Article VI hereof and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement, including a termination pursuant to Section 7.02.

Section 9.16. Reproduction of Documents. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 9.17. Remote Access Services Addendum. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum attached hereto.

Section 9.18. Shareholder Communications Election. Rule 14b-2 under the Securities Exchange Act of 1934 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf on the day and year first above written.

Each of the Investment Companies listed on
Appendix A Attached Hereto, on Behalf of
each of Their Respective Portfolios

APPENDIX A
TO
CUSTODIAN AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
EACH OF THE INVESTMENT COMPANIES

Except as may be otherwise indicated below, with respect to each fund listed on this Appendix A, such fund shall become a “Fund” party to the Custodian Agreement effective in 2007 upon the day immediately following such fund’s respective fiscal year end (FYE) reflected below.

The following is a list of Additional Custodians, Special Subcustodians, Foreign Subcustodians and Eligible Securities Depositories under the Custodian Agreement dated as of December 18, 2006 (the “Custodian Agreement”):

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client’s account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client’s instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client’s authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.

4. REJECTION: State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street’s receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE (“ACH”) CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or receives. ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street’s execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Street’s proprietary information systems, such as, but not limited to Horizon and GlobalQuest^®, account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.

10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.

11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties.

Please select one or more of the funds transfer security procedures indicated below.

SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.

Selection of this security procedure would be most appropriate for existing SWIFT members.

Standing Instructions may be used where funds are transferred to a broker on the Client’s established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.

Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers.

Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.

Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street.

This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.

Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client’s location to authenticate the instruction.

Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.

For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.

This alternative is recommended whenever funds are frequently transferred between the same two accounts.

The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client.

We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.

State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:

State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective for payment orders initiated by our organization.

Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street:

Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions:

ADDENDUM to that certain Custodian Agreement dated as of December 18, 2006 (the “Custodian Agreement”) between each of the Investment Companies listed on Appendix A attached thereto (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the “Remote Access Services”).

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street (“Authorized Designees”) with access to In~Sight^SM as described in Exhibit A or such other systems as may be offered from time to time (the “System”) on a remote basis.

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the “Fee Schedule”). The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System; nor will the Customer or Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

This Addendum and the exhibits hereto constitute the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

By its execution of the Custodian Agreement, the Customer accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum.

In~Sight^SM provides bilateral information delivery, interoperability, and on-line access to State Street. In~Sight^SM allows users a single point of entry into State Street’s diverse systems and applications. Reports and data from systems such as Investment Policy Monitor^SM, Multicurrency Horizon^SM, Securities Lending, Performance & Analytics, and Electronic Trade Delivery can be accessed through In~Sight^SM. This Internet-enabled application is designed to run from a Web browser and perform across low-speed data lines or corporate high-speed backbones. In~Sight^SM also offers users a flexible toolset, including an ad-hoc query function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In~Sight^SM will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will grow with State Street’s customers.

APPENDIX A
TO
CUSTODIAN AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
EACH OF THE INVESTMENT COMPANIES
DATED DECEMBER 18, 2006 (the “Agreement”)

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

^MFS Commodity Strategy Portfolio is organized under the laws of the Cayman Islands and is wholly-owned by MFS Commodity Strategy Fund, a series of MFS Series Trust XV. State Street Bank and Trust Company and MFS Commodity Strategy Portfolio acknowledge and agree that MFS Commodity Strategy Portfolio is not registered as an open-end or a closed-end management company under the Investment Company Act of 1940 (the “1940 Act”), but nevertheless MFS Commodity Strategy Portfolio has requested, and State Street Bank and Trust Company has agreed, to provide services pursuant to the Agreement as if MFS Commodity Strategy Portfolio were registered under the 1940 Act. MFS Commodity Strategy Portfolio and State Street Bank and Trust Company further agree that the principal client facing team responsible for approving and finalizing the corporate records and books of account for MFS Commodity Strategy Portfolio will be based in Kansas City, Missouri.

APPENDIX D TO THE
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX A THERETO
AND
STATE STREET BANK AND TRUST COMPANY

IN WITNESS WHEREOF, each of the parties has caused this Appendix D to be executed in its name and behalf on the day and year first above written.

This Amendment is made as of September 26, 2017 by and between each investment company (each, a “Fund”) party to the Custodian Agreement (as defined below) and State Street Bank and Trust Company (the “Custodian”).

WHEREAS, the Funds and the Custodian entered into a Custodian Agreement dated as of December 18, 2006, as amended, modified and supplemented from time to time (the “Custodian Agreement”);

WHEREAS, the parties hereto wish to amend the Custodian Agreement as set forth below.

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:

(a) General. The Custodian shall, in accordance with the terms set out in this Section 2.32, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.

(b) Provision of Services. The services described in clause (a) above (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

(c) Purchase Consideration. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market.

The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

(d) Sales and Redemptions. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

(e) Reversals of Provisional Credits or Debits. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.”

(a) Generally. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

(b) Fund Elections. Each Fund (or its investment manager or investment adviser (in either case, its “Investment Adviser”) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Adviser gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers (“Client Publications”), the Fund (or its Investment Adviser) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Adviser or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any

foreign exchange transaction entered into by the Fund (or its Investment Adviser acting on its behalf) or the reasonableness of the execution rate on any such transaction.

(c) Fund Acknowledgement. Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Adviser acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

(d) Transactions by State Street. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Adviser acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Adviser), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or its Investment Adviser.”

“All confidential information provided by a party hereto shall be used, including disclosure to third parties, by any other party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the receiving party’s other obligations under the Agreement or managing the business of the receiving party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.”

(a) Except as specifically set forth in this Amendment, all other terms and conditions of the Custodian Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.

(b) This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Amendment. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the date set forth above.

EACH OF THE MFS FUNDS PARTY TO THE CUSTODIAN AGREEMENT,
ON BEHALF OF THEIR RESPECTIVE PORTFOLIOS

This Amendment, dated September 6, 2024 (“Amendment”), is made to the Custodian Agreement dated as of December 18, 2006, as amended, modified and supplemented from time to time (the “Custodian Agreement”), by and between State Street Bank and Trust Company (the “Custodian”) and each investment company (each, a “Fund”) party to the Custodian Agreement.

WHEREAS, the parties hereto wish to amend the Custodian Agreement as set forth below.

(a) ETF Clients. Each Fund identified on Appendix A as an “ETF Client” is an exchange-traded fund that will issue and redeem shares only in aggregations of a specified number of shares, each called a “Creation Unit,” generally in exchange for a basket of securities and/or instruments and a specified cash payment, as more fully described in the ETF Client’s currently effective prospectus and statement of additional information (collectively, the “Prospectus”). Capitalized terms used in this Section 2.33 without definition shall have the meanings given to them in the Prospectus. For the avoidance of doubt, this Section 2.33 will only apply with respect to the ETF Clients identified on Appendix A hereto.

(b) Determination of Fund Deposit, etc. Subject to and in accordance with the directions of the Investment Adviser, the Custodian shall determine for each Fund after the end of each trading day on the New York Stock Exchange (the “Exchange”), in accordance with policies and the procedures adopted by the Fund’s Board of Trustees as set forth in the Prospectus, (i) the identity and weighting of the securities in the Deposit Securities and the Fund Securities, (ii) the cash component, and (iii) the amount of cash redemption proceeds (all as described in the Prospectus) required for the issuance or redemption, as the case may be, of Creation Units on such date. The Custodian shall provide or cause to be provided this information to the Fund’s distributor and other persons as instructed according to policies adopted by the Fund’s Board of Trustees and shall disseminate such information on each day that the Exchange is open, including through the facilities of the National Securities Clearing Corporation (the “NSCC”), prior to the opening of trading on the Exchange.

(c) Allocation of Deposit Security Shortfalls. Each Fund acknowledges that the Custodian maintains only one account on the books of the NSCC for the benefit of all exchange traded funds for which the Custodian serves as custodian, including the ETF Clients (collectively, the “ETF Custody Clients”). In the event that (a) two or more ETF Custody Clients require delivery of the same Deposit Security in order to purchase a Creation Unit, and (b) the NSCC, pursuant to its Continuous Net Settlement system, delivers to the Custodian’s NSCC account less than the full amount of such Deposit Security necessary to satisfy in full each affected ETF Custody Client’s required amount (a “Common Deposit Security Shortfall”), then, until all Common Deposit Security Shortfalls for a given Deposit Security are satisfied in full, the Custodian will allocate to each affected ETF Custody Client,

on a pro rata basis, securities and/or cash received in the Custodian’s NSCC account relating to such shortfall, first to satisfy any prior unsatisfied Common Deposit Security Shortfall, and then to satisfy the current Common Deposit Security Shortfall.

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the date set forth above.

EACH OF THE MFS FUNDS PARTY TO
THE CUSTODIAN AGREEMENT, ON
BEHALF OF THEIR RESPECTIVE
PORTFOLIOS

AGREEMENT made as of the 18th day of December, 2006 between each of the Investment Companies listed on Appendix A hereto, as the same may be amended from time to time (each a “Fund” and collectively the “Funds”) and State Street Bank and Trust Company (the “Fund Accounting Agent”), and effective as to each Fund as set forth on Appendix A.

WHEREAS, each Fund desires to retain the Fund Accounting Agent to perform fund accounting and recordkeeping services on behalf of each of its Portfolios under the terms and conditions set forth in this Agreement, and the Fund Accounting Agent has agreed so to act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

Each Fund, on behalf of each of its Portfolios, hereby retains the Fund Accounting Agent to perform the services set forth on Appendix B hereto in the manner prescribed, if any, by such Fund’s or Portfolio’s, as the case may be, currently effective prospectus and statement of additional information, copies of which the Fund will furnish or cause to be furnished to the Fund Accounting Agent after the filing thereof with the Securities and Exchange Commission following the date hereof, or other governing document, a certified copy of which has been supplied to the Fund Accounting Agent. The Fund Accounting Agent hereby accepts such employment to perform the services set forth on Appendix B hereto. The Fund Accounting Agent may, at its own expense, sub-contract with third parties to perform certain of the services to be performed by the Fund Accounting Agent hereunder; provided however that the employment of such third parties shall not reduce the Fund Accounting Agent’s obligations or liabilities hereunder, as more particularly set forth in Section 3.02 hereof. The Fund Accounting Agent agrees to perform the services described herein in accordance with the standard of care set forth in Section 3.01(a) hereof.

For purposes of calculating the net asset value of a Fund, the Fund Accounting Agent shall value each Fund’s portfolio securities utilizing prices obtained from sources designated by such Fund (collectively, the “Authorized Price Sources”) on a Price Source Authorization substantially in the form attached hereto as Appendix C, as the same may be amended from time to time, or otherwise designated by means of Proper Instructions (as such term is hereinafter defined) (the “Price Source Authorization”).

Section 1.01. Maintenance of Books and Records. All books and records maintained by the Fund Accounting Agent pursuant to this Agreement, including those maintained pursuant to

Rule 31a-1 and Rule 31a-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), shall at all times be the property of each applicable Fund and shall be available upon request during normal business hours for inspection and use by such Fund and its agents, including, without limitation, its independent certified public accountants. All such books and records shall be maintained in a form acceptable to the applicable Fund and in compliance with applicable law, regulation or interpretation of a regulatory entity with jurisdiction over the Funds, and shall be reasonably arranged and indexed by the Fund Accounting Agent in a manner that permits reasonably prompt location, access and retrieval of any particular record, including, if requested by a Fund, within the time period specified by any regulatory entity with jurisdiction over the Funds. All books and records maintained by the Fund Accounting Agent pursuant to this Agreement shall be maintained for the periods required under Rule 31a-2 of the 1940 Act, or longer, as may be agreed to by the parties and upon such terms as may be agreed between the parties. In addition to the books and records required to be maintained by the Fund Accounting Agent pursuant to this Agreement, the Fund Accounting Agent shall keep such other books and records of each Fund as may be agreed to by the parties and upon such terms as may be agreed between the parties. Upon a Fund’s request, the Fund Accounting Agent shall promptly surrender to such Fund copies of all books and records of the Fund maintained by the Fund Accounting Agent pursuant to this Agreement. Notwithstanding the foregoing, no Fund shall take any actions or cause the Fund Accounting Agent to take any actions which would cause, either directly or indirectly, the Fund Accounting Agent to violate any applicable laws, regulations or orders.

Section 1.02. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, as appropriate, each Fund shall deliver to the Fund Accounting Agent, duly certified as appropriate by a President, Secretary, Treasurer or any Assistant Treasurer of such Fund, a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of such Fund (collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such certificates may be accepted and reasonably relied upon by the Fund Accounting Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Fund Accounting Agent of a similar certificate to the contrary. Upon delivery of a certificate which deletes the name(s) of a person previously authorized by a Fund to give instructions, such persons shall no longer be considered an Authorized Person.

Section 1.03. Compliance with Governmental Rules and Regulations. The Fund Accounting Agent shall refrain from taking any actions inconsistent with the Funds’ obligation to comply with applicable requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the 1940 Act, and the rules and regulations thereunder.

Section 1A.01. Calculation Methods. Each Fund shall provide timely prior notice to the Fund Accounting Agent of any modification to the manner in which calculations referred to on Appendix B are to be performed as prescribed in any revision to such Fund’s governing documents and shall supply the Fund Accounting Agent with certified copies of all amendments and/or supplements to the governing documents in a timely manner. The Fund Accounting Agent shall not

be responsible for any revisions to calculation methods made by the Fund unless such revisions are communicated in writing to the Fund Accounting Agent.

Section 1A.02. Delivery of Data. Each Fund shall provide, or shall cause a third party to provide, timely notice to the Fund Accounting Agent of certain data as a condition to the Fund Accounting Agent’s performance described in Article I above. The data required to be provided pursuant to this Section 1A.02 is set forth on Appendix D hereto, which schedule may be separately amended or supplemented by the parties from time to time. The Fund Accounting Agent is authorized and instructed to rely upon the information it receives from the Fund or any third party. The Fund Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of any Fund.

Section 1A.03. Proper Instructions. The Fund or any other person duly authorized by the Fund shall communicate to the Fund Accounting Agent by means of Proper Instructions. “Proper Instructions” shall mean (i) a writing signed or initialed by one or more persons as the Board of Directors or Board of Trustees of a Fund shall have from time to time authorized or (ii) communication effected directly between a Fund or its third-party agents (each, a “Third Party Agent”) and the Fund Accounting Agent by electro-mechanical or electronic devices, provided that such Fund and the Fund Accounting Agent agree to security procedures. The Fund Accounting Agent may rely upon any Proper Instruction believed by it to be genuine and to have been properly issued by or on behalf of the applicable Fund. Oral instructions shall be considered Proper Instructions if the Fund Accounting Agent reasonably believes them to have been given by a person authorized to give such instructions. The Fund shall cause all oral instructions to be confirmed in accordance with clauses (i) or (ii) above, as appropriate. The Fund shall give timely Proper Instructions to the Fund Accounting Agent in regard to matters affecting accounting practices and the Fund Accounting Agent’s performance pursuant to this Agreement.

On behalf of each of its Portfolios, each Fund shall compensate the Fund Accounting Agent for its services and expenses in such amounts, and at such times, as may be agreed upon in writing, from time to time, by the Fund Accounting Agent and such Fund.

(a) General Standard of Care. The Fund Accounting Agent shall exercise diligence, prudence and reasonable care in carrying out all of its duties and obligations under this Agreement, and shall be liable to each Fund for all direct losses, damages and expenses suffered or incurred by such Fund or its Portfolio(s) resulting from the failure of the Fund Accounting Agent to exercise such diligence, prudence and reasonable care. In no event shall any party hereto be liable for indirect, special or consequential losses, damages or expenses.

(b) Disruption of Services; Actions Prohibited by Applicable Law, Etc. In order to prevent the disruption of services in the event of any reasonably foreseeable adverse event (such as terrorism or related threats to security, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), the Fund Accounting Agent shall maintain at all times, at no additional expense to the Funds, a complete business continuity, disaster recovery, business resumption and crisis management plan (“Business Continuity/Disaster Recovery Plan”) reasonably designed to safeguard from loss or damage attributable to terrorism or related threats to security, fire, flood, theft or any other cause the records and other data of the Funds and the Portfolios and the Fund Accounting Agent’s records, data, equipment, facilities and other property used in the performance of its obligations under the Agreement. Upon reasonable request, the Fund Accounting Agent shall discuss with senior management of the Funds the Business Continuity/Disaster Recovery Plan and/or provide a high-level presentation summarizing the Business Continuity/Disaster Recovery Plan. For the avoidance of doubt, the parties hereto agree that for purposes of the immediately preceding sentence, “reasonable” shall mean at least annually. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond the Fund Accounting Agent’s control, the Fund Accounting Agent shall, at no additional expense to the Fund, use commercially reasonable efforts to minimize service interruptions. In no event shall the Fund Accounting Agent incur liability hereunder if the Fund Accounting Agent or any sub-contractor of the Fund Accounting Agent (individually, a “Person”) is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (1) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction; or (ii) any act of God or war or other similar circumstance beyond the control of the Fund Accounting Agent, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not reasonably be anticipated and/or prevented by such Person.

(c) Mitigation by Fund Accounting Agent. Upon the occurrence of any event which causes any loss, damage or expense to any Fund or Portfolio, (i) the Fund Accounting Agent shall promptly notify the applicable Fund or Portfolio of the occurrence of such event and (ii) the Fund Accounting Agent shall, and shall use its best efforts to cause any applicable sub-contractor or other agent to, use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Funds and the Portfolios.

(d) Advice of Counsel. The Fund Accounting Agent shall be entitled to receive and act upon advice of counsel on all matters. The Fund Accounting Agent shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to the advice of (i) counsel for the applicable Fund or Portfolio, or (ii) at the expense of the Fund Accounting Agent, such other counsel as the applicable Fund(s) and the Fund Accounting Agent may agree upon; provided however, with respect to the performance of any action or omission of any action upon such advice, the Fund Accounting Agent shall be required to conform to the standard of care set forth in Section 3.01(a).

(e) Liability for Past Records. The Fund Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by a Fund, insofar as such loss, damage or expense arises from the performance of the Fund Accounting Agent’s duties hereunder by reason of the Fund Accounting Agent’s reliance upon records that were maintained for such Fund by entities other than the Fund Accounting Agent prior to the Fund Accounting Agent’s retention hereunder.

(f) Responsibility for Information. Each Fund, any Third Party Agent or any Authorized Price Source from which the Fund Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Fund Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Fund Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Fund Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Fund Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund or any Third Party Agent to provide it with the information required by Article I-A above.

Section 3.02. Liability of Fund Accounting Agent for Actions of Sub-Contractors, Agents, Directors, Etc. The Fund Accounting Agent shall be liable for the actions or omissions of any of its sub-contractors or agents to the same extent as if such action or omission was performed by the Fund Accounting Agent itself. In the event of any direct loss, damage or expense suffered or incurred by a Fund directly caused by or resulting directly from the actions or omissions of any sub-contractor, agent, director, officer, employee, representative or affiliate for which the Fund Accounting Agent would otherwise be liable, the Fund Accounting Agent shall promptly reimburse such Fund in the amount of any such loss, damage or expense.

fees is the result of the Fund Accounting Agent’s breach of the applicable standard of care under this Agreement.

(b) Indemnification Obligation of the Fund Accounting Agent. Subject to the limitations set forth in this Agreement, the Fund Accounting Agent agrees to indemnify and hold harmless each Fund, on behalf of its Portfolios, from all direct loss, damage and expense, and reasonable attorneys’ fees, suffered or incurred by such Fund on behalf of its Portfolios and resulting directly from the failure of the Fund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof; provided however, that such indemnity shall not apply to loss, damage, expense or attorneys’ fees occasioned by or resulting from the negligence, misfeasance or misconduct of any Fund.

(c) Notice of Litigation; Right to Prosecute, Etc. No Fund or Portfolio shall be liable for indemnification under this Section 3.03 unless a Person shall have promptly notified such Fund or Portfolio in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 3.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Portfolio may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Portfolio shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund or Portfolio has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund or Portfolio is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Portfolio with adequate notice of any such settlement or judgment, and without each such Fund’s or Portfolio’s prior written consent. All Persons shall submit written evidence to each applicable Fund or Portfolio with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Portfolio may reasonably request.

Section 3.04. Fund’s Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the Fund Accounting Agent, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Fund Accounting Agent’s rights against any sub-contractor or agent for any loss, damage or expense caused such Fund or Portfolio by such sub-contractor or agent, and shall be entitled to enforce the rights of the Fund Accounting Agent with respect to any claim against such sub-contractor or agent which the Fund Accounting Agent may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Fund Accounting Agent makes such Fund or Portfolio whole for any such loss or damage, the Fund Accounting Agent shall retain the ability to enforce its rights directly against such sub-contractor or agent. Upon such Fund’s or Portfolio’s election to enforce any rights of the Fund Accounting Agent under this Section 3.04,

such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Fund Accounting Agent in respect of the loss, damage or expense incurred by such Fund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Fund Accounting Agent under Section 3.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the Fund Accounting Agent’s consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the Fund Accounting Agent, which consent shall not be unreasonably withheld or delayed. The Fund Accounting Agent agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund’s or Portfolio’s enforcement of any rights of the Fund Accounting Agent. Each Fund or Portfolio agrees to reimburse the Fund Accounting Agent for all reasonable out-of-pocket expenses incurred by the Fund Accounting Agent on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 3.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the failure of the Fund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof.

The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. During the term of this Agreement, the Fund Accounting Agent agrees that it will maintain and enforce policies which prohibit the Fund Accounting Agent and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of any Portfolio. The Fund Accounting Agent is familiar with Regulation S-P and agrees not to disclose or use non-public personal information about Fund or Portfolio shareholders except in accordance with Regulation S-P and the Funds’ applicable privacy policies. Each party acknowledges that any breach of the foregoing agreements as to the other party would result in immediate and irreparable harm to such other party for which there would be no adequate remedy at law and agrees that in the event of such a breach such other party will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction shall deem appropriate. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a violation of this Agreement, or that is required to be disclosed by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Section 5.01. Termination of Agreement as to One or More Funds. This Agreement shall become effective as of the date first above-written and shall remain in full force and effect for a period of two (2) years (the “Initial Term”). During the Initial Term and thereafter, each Fund, at its discretion, may terminate this Agreement in the event of any of the following termination events: (i) such Fund’s determination that there is a reasonable basis to conclude that the Fund Accounting Agent is insolvent or that the financial condition of the Fund Accounting Agent is deteriorating in any material respect, in which case termination shall take effect upon the Fund Accounting Agent’s receipt of written notice of termination, or at such later time as such Fund shall designate; (ii) the Fund Accounting Agent fails to (a) perform in a material respect and on more than one occasion the fund accounting services set forth on Appendix B hereto, and (b) cure or establish a remedial plan, acceptable to such Fund acting reasonably, in each case within 30 days of written notice thereof; or (iii) in such Fund’s reasonable opinion, the Fund Accounting Agent has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Fund Accounting Agent has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Fund Accounting Agent outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice must be provided to the Fund Accounting Agent within 20 days of the end of such calendar quarter. After receipt of such notice, the Fund Accounting Agent shall present the Fund with a written plan to address the deficiencies set forth in the Deficiency Notice (the “Plan”). Such Plan must be provided to Fund within 30 days after receipt of the Deficiency Notice. If the Fund Accounting Agent fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Fund Accounting Agent. The Fund, in its discretion, may accept or reject the Plan by notifying the Fund Accounting Agent in writing (“Response Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Response Notice within such 15-day period, it shall be presumed that Fund accepted the Plan. In the event the Fund submits a Response Notice rejecting the Plan, the Fund Accounting Agent shall submit a revised plan (“Revised Plan”) to the Fund. Such Revised Plan must be provided to the Fund within 30 days after provision of the Response Notice rejecting the Plan. If the Fund Accounting Agent fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Fund Accounting Agent. The Fund, in its sole discretion, may accept or reject the Revised Plan by notifying the Fund Accounting Agent in writing (“Revised Plan Notice”). Any Revised Plan Notice must be submitted to the Fund Accounting Agent within 15 days after provision of the Revised Plan. If Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If Fund provides a Revised Plan Notice to the Fund Accounting Agent that rejects the Revised Plan, the Fund may, in its sole discretion, terminate this Agreement upon 60 days’ written notice to the Fund Accounting Agent. Such termination notice must be submitted to the Fund Accounting Agent within 60 days after provision of the Revised Plan Notice.

Following the Initial Term, with respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Fund Accounting Agent by an

instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Fund Accounting Agent, such termination to take effect not sooner than thirty (30) days after the date of such delivery; (c) termination by such Fund on such date as is specified in a written notice to the Fund Accounting Agent in the event of a material breach of this Agreement by the Fund Accounting Agent, provided the Fund has notified the Fund Accounting Agent of such material breach at least 15 days prior to the specified date of termination and the Fund Accounting Agent has not remedied such breach by the specified date; or (d) termination by such Fund by written notice delivered to the Fund Accounting Agent, based upon such Fund’s determination that there is a reasonable basis to conclude that the Fund Accounting Agent is insolvent or that the financial condition of the Fund Accounting Agent is deteriorating in any material respect, in which case termination shall take effect upon the Fund Accounting Agent’s receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 5.01 by any Fund (a “Terminating Fund”), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor fund accountant to which the property, records, instruments, and documents of its Portfolios held by the Fund Accounting Agent shall, upon termination of this Agreement with respect to such Terminating Fund and following the satisfaction of all obligations of such Terminating Fund to State Street Bank and Trust Company arising under this Agreement and/or such Terminating Fund’s custodian agreement with State Street Bank and Trust Company, be delivered in a format permissible under laws applicable to the Terminating Fund. In the event that no written notice designating a successor fund accountant shall have been delivered to the Fund Accounting Agent on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Fund Accounting Agent shall continue to perform the services contemplated by this Agreement and shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect for such period as the Fund Accounting Agent continues to perform services under the Agreement, and the provisions of this Agreement relating to the duties and obligations of the Fund Accounting Agent and the Terminating Fund shall remain in full force and effect. The Fund Accounting Agent agrees to reasonably cooperate with a Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor fund accountant for the Fund Accounting Agent under this Agreement. In the event or to the extent that no successor fund accountant has been appointed, each Terminating Fund agrees to accept delivery of its property and records within a reasonable time period. Notwithstanding the foregoing, in the event of the termination of any Fund’s custodian agreement with State Street Bank and Trust Company (in its entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable) (“Custodian Agreement Termination”), this Agreement may, at the sole option of the Fund Accounting Agent, be terminated (in its entirety, with respect to such Fund or with respect to its applicability to such Portfolio, as the case may be, consistent with the scope of the Custodian Agreement Termination) by the Fund Accounting Agent; provided that such termination shall take effect on the same day as the Custodian Agreement Termination and, provided further, that promptly following receipt by State Street Bank and Trust Company of the notice regarding the Custodian Agreement Termination, the Fund Accounting Agent notifies the Fund or applicable Portfolio that it is terminating the Fund

Accounting Agent by an instrument in writing delivered or mailed to such Fund or applicable Portfolio.

Section 5.02. Termination as to One or More Portfolios. During the Initial Term, this Agreement may be terminated as to one or more of a Fund’s Portfolios (but less than all of its Portfolios) in accordance with Section 5.01. Following the Initial Term, this Agreement may be terminated as to one or more of a Fund’s Portfolios (but less than all of its Portfolios) by delivery by a Fund, on behalf of its Portfolios, to the Fund Accounting Agent of an amended Appendix A deleting such Portfolios pursuant to Section 7.08(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix A which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the provisions of Section 5.01 as to the identification of a successor fund accountant and the delivery of property, records, instruments and documents of the Portfolios so deleted, and shall not affect the obligations of the Fund Accounting Agent and any Fund hereunder with respect to the other Portfolios set forth in Appendix A, as amended from time to time.

Section 7.01. Representative Capacity; Nonrecourse Obligations. A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND THAT IS ORGANIZED AS A MASSACHUSETTS BUSINESS TRUST IS ON FILE WITH THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE MEMBERS OF THE BOARD OF TRUSTEES OR MEMBERS OF THE BOARD OF MANAGERS OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS

AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, MANAGERS, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND’S RESPECTIVE PORTFOLIOS. THE FUND ACCOUNTING AGENT AGREES THAT NO SHAREHOLDER, TRUSTEE, MANAGER, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.

Section 7.02. Several Obligations of the Funds and the Portfolios. WITH RESPECT TO ANY OBLIGATIONS OF A FUND ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, THE FUND ACCOUNTING AGENT SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSESTS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH EACH FUND HAS SEPARATELY CONTRACTED WITH THE FUND ACCOUNTING AGENT BY SEPARATE WRITTEN INSTRUMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. CONSISTENT WITH THE FOREGOING, THE OBLIGATIONS OF EACH FUND AND PORTFOLIO UNDER THIS AGREEMENT ARE SEVERAL AND NEITHER JOINT NOR JOINT AND SEVERAL.

(a) Representations and Warranties of Each Fund. Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to it at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end or closed-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement on behalf of each applicable Portfolio are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund’s Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

(b) Representations, Warranties and Covenants of the Fund Accounting Agent. The Fund Accounting Agent hereby represents and warrants to each Fund that each of the following shall be true, correct and complete at all times during the term of this Agreement: (i) the Fund Accounting Agent shall maintain and keep current a Business Continuity/Disaster Recovery Plan and the capacity to execute such Business Continuity/Disaster Recovery Plan; and (ii) the execution, delivery and performance by the Fund Accounting Agent of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund Accounting Agent’s corporate charter, or other organizational document, or bylaws, or any amendment thereof.

Section 7.04. Insurance. The Fund Accounting Agent will maintain insurance at all times during the term of this Agreement in a commercially reasonable amount sufficient to cover

its liabilities under this Agreement. Concurrent with the execution of this Agreement and thereafter upon request of a Fund (but in no event more frequently than annually), the Fund Accounting Agent shall provide a “certificate of insurance” to each Fund evidencing such coverage.

Section 7.05. Reports by Independent Certified Public Accountants. Annually, and as may otherwise be reasonably requested by a Fund, but in no event more frequently than semi-annually, the Fund Accounting Agent shall deliver to such Fund a Type II SAS 70 report, or such other report as may be agreed to by the Funds and the Fund Accounting Agent, prepared by the Fund Accounting Agent’s independent certified public accountants with respect to the services provided by the Fund Accounting Agent under this Agreement. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by any Fund and as may reasonably be obtained by the Fund Accounting Agent.

Section 7.06. Remote Access. The Fund Accounting Agent will develop and maintain systems that allow the Funds to access and download on a remote basis certain Portfolio information, as may be agreed upon from time to time in writing by the Funds and the Fund Accounting Agent, maintained in the Fund Accounting Agent’s databases. Each Fund and the Fund Accounting Agent hereby agree to the terms of the Remote Access Services Addendum attached hereto.

Section 7.07. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Fund, on the one hand, and the Fund Accounting Agent, on the other, with respect to the subject matter hereof and accordingly, supersedes as of the effective date of this Agreement any fund accounting agreement heretofore in effect between each Fund and the Fund Accounting Agent.

Section 7.08. Waivers and Amendments. No provision of this Agreement may be waived, amended or terminated except by a statement in writing signed by the party against which enforcement of such waiver, amendment or termination is sought; provided, however: (a) Appendix A listing the Portfolios of each Fund for which the Fund Accounting Agent serves as fund accountant may be amended from time to time to add one or more Portfolios for one or more Funds, by each applicable Fund’s execution and delivery to the Fund Accounting Agent of an amended Appendix A, and the execution of such amended Appendix by the Fund Accounting Agent, in which case such amendment shall take effect immediately upon execution by the Fund Accounting Agent; (b) subject to Article V hereof, Appendix A may be amended from time to time to delete one or more Portfolios (but less than all of the Portfolios) of one or more of the Funds, by each applicable Fund’s execution and delivery to the Fund Accounting Agent of an amended Appendix A, in which case such amendment shall take effect thirty (30) days after such delivery, unless otherwise agreed by the Fund Accounting Agent and each applicable Fund in writing; and (c) Appendix B setting forth the services to be performed by the Fund Accounting Agent may be amended from time to time to add or delete one or more services by either party’s execution and delivery to the other party hereto of an amended Appendix B, in which case such amendment shall take effect immediately upon execution by the other party hereto.

Section 7.09. Interpretation. In connection with the operation of this Agreement, the Fund Accounting Agent and any Fund may agree in writing from time to time on such provisions

interpretative of or in addition to the provisions of this Agreement with respect to such Fund as may in their joint opinion be consistent with the general tenor of this Agreement. No interpretative or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement or affect any other Fund.

Section 7.10. Captions. Headings contained in this Agreement, which are included as convenient references only, shall have no bearing upon the interpretation of the terms of the Agreement or the obligations of the parties hereto.

Section 7.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of The Commonwealth of Massachusetts, without giving effect to principles of conflicts of law.

Section 7.12. Notices. Except in the case of instructions by an Authorized Person, notices and other writings contemplated by this Agreement shall be delivered by hand or by facsimile transmission provided that in the case of delivery by facsimile transmission, notice shall also be mailed postage prepaid to the parties at the following addresses:

or to such other address as a Fund or the Fund Accounting Agent may have designated in writing to the other.

Section 7.13. Assignment. This Agreement shall be binding on and shall inure to the benefit of each Fund severally and the Fund Accounting Agent and their respective successors and assigns, provided that, subject to the provisions of Section 5.01 hereof, neither the Fund Accounting Agent nor any Fund may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

Section 7.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. With respect to each Fund, this Agreement shall become effective when one or more counterparts have been signed and delivered by such Fund and the Fund Accounting Agent.

Section 7.15. Consent to Recording. Subject to Section 7.16, each Fund and the Fund Accounting Agent hereby agree that each may electronically record all telephonic conversations between them and that any such recordings may be submitted in evidence in any proceedings relating to this Agreement.

Section 7.16. Survival of Obligations. The provisions of this Section 7.16 and Sections 7.01, 7.02, 7.11, Section 1.01, Section 5.01, Article I-A, Article II, Article III and Article IV hereof and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

Section 7.17. Reproduction of Documents. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf on the day and year first above written.

Each of the Investment Companies listed on
Appendix A Attached Hereto, on Behalf of
each of Their Respective Portfolios

Except as may be otherwise indicated below, with respect to each fund listed on this Appendix A, such fund shall become a “Fund” party to the Fund Accounting Agreement effective in 2007 upon the day immediately following such fund’s respective fiscal year end (FYE) reflected below.

Reference is made to that certain Fund Accounting Agreement dated as of December 18, 2006 (as amended, restated, modified or supplemented from time to time, the “Accounting Agreement”) by and among each Fund party thereto and State Street Bank and Trust Company (the “Fund Accounting Agent”). Capitalized terms used in this Price Source Authorization or in any attachment or supplement shall have the meanings provided in the Accounting Agreement unless otherwise specified. Pursuant to the Accounting Agreement, each Fund hereby directs the Fund Accounting Agent to calculate the net asset value (“NAV”) of each Fund or, if applicable, its Portfolios, in accordance with the terms of such Fund’s or Portfolio’s currently effective prospectus. The Fund Accounting Agent will perform the NAV calculation subject to the terms and conditions of the Accounting Agreement and this Price Source Authorization.

Each Fund hereby authorizes the Fund Accounting Agent to use the pricing sources specified on the attached Authorization Matrix (as amended from time to time) as sources for prices of assets in calculating the NAV of such Fund. Each Fund understands that the Fund Accounting Agent does not assume responsibility for the accuracy of the quotations provided by the specified pricing sources and that the Fund Accounting Agent shall have no liability for any incorrect data provided by the pricing sources specified by any Fund, except as may arise from the Fund Accounting Agent’s lack of reasonable care in performing agreed upon tolerance checks as to the data furnished and calculating the NAV of a Fund in accordance with the data furnished to the Fund Accounting Agent. Each Fund also acknowledges that prices supplied by such Fund or an affiliate may be subject to approval of that Fund’s Board of Trustees or Board of Directors, as applicable, and are not the responsibility of the Fund Accounting Agent.

EACH FUND SEVERALLY (AND NOT JOINTLY NOR JOINTLY AND SEVERALLY) AGREES TO INDEMNIFY AND HOLD THE FUND ACCOUNTING AGENT HARMLESS FROM ANY CLAIM, LOSS OR DAMAGE ARISING AS A RESULT OF USING PRICES FURNISHED BY ANY SPECIFIED PRICING SOURCE IN THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THE ACCOUNTING AGREEMENT.

The Fund Accounting Agent agrees that written notice of any change in the name of any specified pricing source will be sent to the affected Fund as such information is available to the Fund Accounting Agent.

Kindly acknowledge your acceptance of this authorization in the space provided below.

AUTHORIZATION MATRIX to be attached to Price Source Authorization dated _________

Note: [Please submit Client Name, Fund Name and/or List of Funds with this form]

INSTRUCTIONS: FOR EACH SECURITY TYPE ALLOWED BY THE FUND PROSPECTUS, PLEASE INDICATE THE PRIMARY, SECONDARY AND TERTIARY SOURCE TO BE USED IN CALCULATING NET ASSET VALUE FOR THE FUNDS IDENTIFIED. NOTE: IF INVESTMENT MANAGER IS A PRICING SOURCE, PLEASE SPECIFY EXPLICITLY.

STATE STREET PERFORMS A DATA QUALITY REVIEW PROCESS AS SPECIFIED IN THE SOURCES STATUS PRICING MATRIX ON THE NAVIGATOR PRICING SYSTEM WHICH SPECIFIES PRICING TOLERANCE THRESHOLDS, INDEX AND PRICE AGING DETAILS. THE SOURCES STATUS PRICING MATRIX WILL BE PROVIDED FOR YOUR INFORMATION AND REVIEW.

ADDENDUM to that certain Fund Accounting Agreement dated as of December 18, 2006 (the “Accounting Agreement”) by and among each Fund party thereto (each, a “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the “Remote Access Services”).

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Either party to the Accounting Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Accounting Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Accounting Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Accounting Agreement, the Customer (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.

In~Sight^SM provides bilateral information delivery, interoperability, and on-line access to State Street. In~Sight^SM allows users a single point of entry into State Street’s diverse systems and applications. Reports and data from systems such as Investment Policy Monitor^SM, Multicurrency Horizon^SM, Securities Lending, Performance & Analytics and Electronic Trade Delivery can be accessed through In~Sight^SM. This Internet-enabled application is designed to run from a Web browser and perform across low-speed data lines or corporate high-speed backbones. In~Sight^SM also offers users a flexible toolset, including an ad-hoc query function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In~Sight^SM will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will grow with State Street’s customers.

APPENDIX A
TO
FUND ACCOUNTING AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
EACH OF THE INVESTMENT COMPANIES
DATED DECEMBER 18, 2006 (the “Agreement”)

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

Each of the Investment Companies listed on
this Appendix A, on Behalf of
Each of Their Respective Portfolios (except

*MFS Commodity Strategy Portfolio is organized under the laws of the Cayman Islands and is wholly-owned by MFS Commodity Strategy Fund, a series of MFS Series Trust XV. State Street Bank and Trust Company and MFS Commodity Strategy Portfolio acknowledge and agree that MFS Commodity Strategy Portfolio is not registered as an open-end or a closed-end management company under the Investment Company Act of 1940 (the “1940 Act”), but nevertheless MFS Commodity Strategy Portfolio has requested, and State Street Bank and Trust Company has agreed, to provide services pursuant to the Agreement as if MFS Commodity Strategy Portfolio were registered under the 1940 Act. MFS Commodity Strategy Portfolio and State Street Bank and Trust Company further agree that the principal client facing team responsible for approving and finalizing the corporate records and books of account for MFS Commodity Strategy Portfolio will be based in Kansas City, Missouri.

WHEREAS, State Street Bank and Trust Company, and each of its affiliates listed as a party to the agreements listed in Section 1 below (hereinafter collectively referred to as “State Street” for ease of reference), and Massachusetts Financial Services Company d/b/a MFS Investment Management, and each of its affiliates or Funds listed as a party to the agreements listed in Section 1 below (hereinafter collectively referred to as “MFS” for ease of reference), are parties to each of the valid and binding agreements listed in Section 1 (as may be amended or modified from time to time, and hereinafter collectively referred to as the “Agreements” for ease of reference); and

WHEREAS, State Street and MFS mutually desire to supplement the terms of each Agreement listed in Section 1 herein by incorporating into those Agreements each of the terms and provisions set forth in Section 3 of this Supplemental Agreement, except as otherwise noted herein;

THEREFORE, in consideration of the exchange of mutual covenants and agreements, the value and sufficiency of which are specifically acknowledged by the parties, State Street and MFS, intending to be legally bound by the terms herein, agree to amend the Agreements as set forth below.

MFS and State Street agree that State Street shall maintain an information security policy as set forth in the State Street Client Information Security Addendum attached hereto (the “Information Security Addendum”) with respect to information, materials, documents or

other data, whether in hard copy or electronic format, provided by MFS, MFS’ affiliates (“MFS Affiliates”) or their agents to State Street (including without limitation confidential and proprietary information and personal information), in connection with the provision of services under the Agreements and to the extent the same is deemed confidential information under the terms of the applicable Agreement (collectively, “MFS Data”).

Subject to any national, federal, or state legal or regulatory requirements concerning record retention or to the extent required by its internal policies and in accordance with its customary practices for backup and storage, State Street shall, upon MFS’ request or the termination of the applicable Agreement promptly, in MFS’ sole discretion, either: (i) return MFS Data (including all copies thereof) to MFS in a format reasonably requested by MFS at no cost to MFS; or (ii) destroy all MFS Data; provided, however, State Street shall not be required to return or destroy any MFS Data that may be relevant to resolution of a legitimate dispute between the parties until such dispute has been finally resolved. Upon written request from MFS, State Street shall further verify and certify in writing to the destruction or return of all forms of MFS Data, whether in hard copy, electronic, or otherwise. Any destruction of MFS Data required hereunder shall be in accordance with then current Department of Defense (DoD) or similar industry standards, in a manner such that the data cannot be read, restored or retrieved, which at least comply with DoD 5220.22-M or NIST SP800-88. Other than in the event of termination of the applicable Agreement or as otherwise may be agreed upon by the parties in connection with the applicable services, in no event shall State Street destroy any MFS Data without MFS’ prior written consent.

State Street maintains policies and procedures that are reasonably designed to support State Street’s compliance with the requirements of all applicable state, national and international laws and regulations regarding the security, protection and confidentiality of personal information (“PI”), as amended from time to time, including, as may be applicable, Massachusetts General Law, c. 93H and implementing regulations thereunder, including 201 CMR 17.00 et. seq. (together with the laws and regulations referenced in the first sentence, collectively, the “Privacy Laws”). State Street agrees to notify MFS as promptly as possible in writing, to the extent required by law, of any failure, with respect to the PI of MFS or its Funds held by State Street, that State Street becomes aware of to comply with the Privacy Laws.

To the extent that MFS Affiliates provide State Street with or State Street has access to (either orally, in hard copy, electronic format or otherwise) any PI (as defined in the Privacy Laws), State Street agrees to limit disclosure of PI to only those employees and third parties who have a genuine business need for access to any particular item of PI for the purpose of meeting obligations under the applicable Agreement. State Street agrees to use PI only to the extent necessary to carry out the purposes for which MFS Affiliates disclosed the PI.

Without limiting any requirements under Privacy Laws, State Street’s policies and procedures with respect to PI shall address: (i) administrative, technical, and physical

safeguards for the protection of PI as defined herein; (ii) detection of any unauthorized access to or use of PI for unauthorized purposes; and (iii) the proper destruction of such materials so that the information contained therein cannot be practicably read or reconstructed.

Solely for those Agreements where MFS Affiliates provide State Street with or State Street has access to any PI, in order to aid MFS with its compliance with applicable Privacy Laws, State Street agrees to: (i) annually, upon MFS’s reasonable request, provide MFS’s Chief Information Security Officer or his or her designee with a copy of State Street corporate information security controls that form the basis for State Street’s Security Policy and an opportunity to discuss State Street’s information security measures with a qualified member of State Street’s information technology management team; and (ii) allow MFS Affiliates or their agents the right to audit State Street’s compliance, in accordance with Section 3D hereof, or such audit rights as may otherwise be set forth in the applicable Agreement.

With respect to PI provided by MFS to State Street, MFS represents and warrants that it has obtained all consents and approvals, as required by applicable Privacy Laws, necessary to disclose such PI to State Street, and as required in order for State Street to use, process, and disclose such PI in connection with the provision of services contemplated hereunder. MFS acknowledges that such PI may be used and disclosed outside of the jurisdiction in which it was initially collected, and as such, PI accessed or provided hereunder may be accessed by national security authorities, law enforcement and courts. State Street shall be without liability to MFS for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any Privacy Laws.

State Street may employ, engage, associate or contract with such person or persons, including, without limitation, affiliates and subsidiaries of State Street, as State Street may deem desirable to assist it in performing the services under an Agreement. Unless otherwise agreed to with MFS, the compensation of such persons shall be paid by State Street. State Street shall be as responsible for the acts and omissions of any such person or persons as State Street is for its own acts and omissions, subject to and in accordance with the terms of the applicable Agreement. From time to time, State Street may provide access to MFS Data or State Street’s network to a subcontractor or other third party; provided, that, such subcontractor or third party implements and maintains security measures that State Street believes are at least as stringent as those described in the Information Security Addendum. ¹

¹With respect to the Securities Lending Agency Agreement referred to in Section l.I, the following alternative language would be applicable in lieu of this Section 3(C): “State Street may use such agents, including such regulated clearing agents, securities depositaries, nominees, sub-custodians, third party custodians and State Street Affiliates, as State Street deems appropriate to carry out its duties under this Agreement. To the extent State Street Affiliates act as State Street’s agent hereunder, State Street agrees to be responsible for the acts and omissions of such State Street Affiliates as though performed by State Street directly. MFS agrees that State Street’s sole liability for the acts or omissions of any other agent shall be limited to liability arising from State Street’s failure to use reasonable care in the selection of such agent.”

Upon reasonable prior notice from MFS, State Street will provide: (i) any governmental or regulatory agencies or authorities having jurisdiction over MFS Affiliates, including any direct or indirect majority shareholder (“Regulatory Authorities”); (ii) any of MFS Affiliates’ auditors; and (iii) MFS Affiliates (collectively, “MFS Monitors”) with reasonable access to State Street service location(s), State Street personnel, and State Street books and records as MFS Affiliates may reasonably request for the purpose of reviewing State Street compliance with the provisions of this Agreement (or as required by any Regulatory Authority). The foregoing audit rights shall include, without limitation, audits with respect to the services provided under the applicable Agreement(s): (i) of practices, policies and procedures; (ii) of books and records; (iii) of systems; (iv) the conformance of internal controls and security practices and procedures with information security best practice standards; (v) of business continuity and backup procedures; and (vi) as necessary to enable MFS Affiliates to meet applicable legal and regulatory requirements. In addition, State Street shall promptly respond to any specific written or verbal inquiries as may be reasonably posed by MFS Monitors regarding the foregoing. State Street, including both its internal and external auditors, shall provide reasonable cooperation to MFS Monitors during the exercise of these audit rights. State Street shall keep and maintain during the term of this Agreement and for a period of at least three (3) years following termination or expiration of this Agreement, complete and accurate books and records concerning its performance hereunder (including financial records in accordance with Generally Accepted Accounting Principles).

Furthermore, State Street will provide MFS Monitors with reasonable access to any records maintained by State Street relating to MFS’ clients and any records or other data of MFS provided to or shared with State Street during the term of this Agreement. If any review by MFS Monitors results in MFS Affiliates learning that State Street is not in compliance with this Agreement, MFS will communicate that to State Street and the parties will reasonably cooperate to develop any necessary remediation plan.

The parties shall develop and follow procedures for the sharing of audit and regulatory findings related to the provision or receipt of the services.

Any of the foregoing audits or access to records shall be conducted at MFS’ expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during State Street’s regular business hours and upon advance notice to State Street and, except as otherwise agreed to by the parties, no more frequently than once a year. Audits will be conducted with representatives of State Street present at all times. MFS’ representatives will comply with all standard safety, confidentiality and security procedures of State Street. In connection with such audits, MFS’ representatives shall not attempt to access, nor will

they review, the records of any other clients of State Street and MFS’ representatives shall conduct the visit in a manner that will not interfere with State Street’s normal and customary conduct of its business activities, including the provision of services to MFS and to other clients. State Street shall have the right to immediately require the removal of any MFS representatives from its premises in the event that their actions, in the reasonable opinion of State Street, jeopardize the information security of State Street’s systems and/or other client data or otherwise are disruptive to the business of State Street. State Street may require any persons seeking access to its facilities to provide reasonable evidence of their authority. State Street may also reasonably require any of MFS’ representatives to execute a confidentiality agreement before granting such individuals access to its facilities. Nothing contained herein shall obligate State Street to provide access to or otherwise disclose: (i) any information that is unrelated to State Street or MFS and State Street’s provision of the services to MFS; (ii) any information that is treated as confidential under State Street’s corporate policies, including, without limitation, internal audit reports, compliance or risk management plans or reports, work papers and other reports and information relating to management functions; (iii) any other documents, reports or other information that State Street is obligated to maintain in confidence by contract, by its regulators or otherwise as a matter of law, legal privilege or regulation; or (iv) access to the extent that such access would, in State Street’s reasonable opinion, compromise the security of its technology systems or the confidentiality of its customers. For the avoidance of doubt, State Street will not be obligated to provide any physical access to the data centers at which it stores or processes MFS Data that is collected or generated pursuant to the Global Link User Agreement referenced in Section 1.D hereof.

To the extent available, State Street shall provide MFS with a copy of a third party independent accountant report conducted and prepared in accordance with American Institute of Certified Public Accountants’ Statements on Standards for Attestation Engagements. A SOC 1, Type 2 audit report (“SOC Report(s)”) shall be prepared and provided on as specified at Exhibit A during the term of this Agreement for the services provided by State Street, for which the scope of the SOC Report(s) is inclusive of the products and services provided, along with the supporting processes, policies, procedures, personnel and operational activities that constitute State Street’s core activities that are relevant to said products and services, and provided within thirty (30) days after such SOC Report(s) is available to State Street. If: (i) a SOC Report(s) set forth on Exhibit A is not supplied by State Street in accordance with the foregoing; or (ii) if SOC Report(s) are provided but (a) the SOC Report(s) does not cover all aspects of the products and services covered by this Agreement, including without limitation all State Street operations globally; or (b) the user control considerations listed within the SOC Report(s) limit MFS’ ability to place appropriate reliance on State Street control environment; or (c) the results of the SOC Report(s) are qualified by the independent auditor, then MFS may, no more than once annually, request State Street to conduct, or if State Street does not agree to conduct then MFS may appoint independent auditors to conduct (or request MFS’ Internal Audit Department to conduct), an audit of the products and services provided by State Street to

MFS under this Agreement. MFS and State Street shall arrive at a mutually agreed prompt schedule for remedying any non-compliance issues identified in any SOC Report(s).

While State Street does not currently issue an AICPA Service Organization Control 2 report (“SOC2 Report”), if in the future State Street makes a SOC2 Report available to its clients, State Street shall make such SOC2 Report available to MFS.

In order to prevent the disruption of services in the event of any reasonably foreseeable adverse event (such as terrorism or related threats to security, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), State Street shall maintain at all times, at no additional expense to MFS, a complete business continuity, disaster recovery, business resumption and crisis management plan (“Business Continuity/Disaster Recovery Plan”) reasonably designed to safeguard from loss or damage attributable to terrorism or related threats to security, fire, flood, theft or any other cause the cash, security, other assets, records and other data of MFS and State Street’s records, data, equipment, facilities and other property used in the performance of its obligations under the Agreements. State Street shall maintain and keep current the Business Continuity/Disaster Recovery Plan and the capacity to execute such Business Continuity/Disaster Recovery Plan. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to MFS; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, State Street shall discuss with senior management of MFS the Business Continuity/Disaster Recovery Plan and/or provide a high-level presentation summarizing the Business Continuity/Disaster Recovery Plan, including without limitation recovery time objectives. For the avoidance of doubt, the parties hereto agree that for purposes of the immediately preceding sentence, “reasonable” shall mean at least annually. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall, at no additional expense to MFS, use commercially reasonable efforts to minimize service interruptions.

Notwithstanding any other data use provision contained in any of the Agreements:

(a) In connection with the provision of the services and the discharge of its other obligations under the Agreements and this Supplemental Agreement, State Street (which term for purposes of this Section includes each of its parent company, branches and affiliates (“Affiliates”)), may collect and store information regarding MFS and share such information with its Affiliates, agents and service providers only in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between MFS and State Street or any of its Affiliates and (ii) to carry out the internal

management of its businesses, including, but not limited to, financial and operational management and internal reporting, and risk management, and for legal and regulatory compliance purposes.

(b) Notwithstanding the foregoing, State Street shall be permitted to utilize, publish or otherwise distribute MFS Data solely in connection with State Street’s institutional investor behavioural research maintained on State Street’s IR3 research portal (or any successor portal) and other works that are derived from such research, provided such data has been fully anonymized so that MFS Data (i) is not identifiable to any person or entity, (ii) does not contain any of MFS’ confidential information or intellectual property in raw or underived form, and (iii) is combined with similar data of State Street’s other customers or vendors. MFS makes no representations or warranties regarding the accuracy of MFS Data utilized under this Section. The MFS Data utilized pursuant to this Section shall remain the sole and exclusive property and confidential information of MFS and State Street’s rights in such MFS Data shall be limited as set forth in this Section and the applicable Agreement.

(c) Except as expressly contemplated by the Agreements and this Supplemental Agreement, nothing in this Section shall limit the confidentiality and data-protection obligations of State Street and its Affiliates under the Agreements, this Supplemental Agreement and applicable law. State Street shall cause any Affiliate, agent or service provider to which it has disclosed any data or other information pursuant to this Section to comply at all times with all confidentiality and data-protection obligations as if it were a party to the Agreements and/or this Supplemental Agreement.

Except as otherwise agreed to in this Supplemental Agreement, all other terms and conditions of the Agreements shall remain in full force and effect. Each of the Agreements may be further amended by the parties thereto. Any further modifications to this Supplemental Agreement must be in writing signed by the parties hereto; provided that if MFS and State Street desire in the future that any additional agreement (“Additional Agreement”) be made subject to the terms of this Supplemental Agreement and become an Agreement hereunder, the applicable MFS and State Street parties to such Additional Agreement shall enter into an accession agreement in the form of Exhibit B attached hereto.

This Supplemental Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures transmitted by facsimile or electronic mail (including, without limitation, electronic mailing of a PDF) shall be treated as and deemed to be original signatures for all purposes and will have the same binding effect as if they were original, signed instruments delivered in person.

IN WITNESS WHEREOF, each of the parties has caused this Supplemental Agreement to be signed and delivered by their duly authorized officers as of the Effective Date above.

Depositary Agreement between MFS Meridian Funds and State Street Bank Luxembourg S.C.A., made on August 18, 2016.

Depositary Agreement between MFS Investment Management Company (Lux) S.à r.l. and State Street Bank Luxembourg S.C.A., made on August 16, 2016.

Amended and Restated Custodian Contract among State Street Trust Company Canada (as Trustee), MFS Investment Management Canada Limited, and State Street Trust Company Canada (as Custodian) dated as of October 2, 2017.

Global Link User Agreement among FX Connect, LLC (as assignee of State Street Bank and Trust Company), State Street Bank and Trust Company, and MFS Investment Management a /d/b/a for Massachusetts Financial Services Company, dated May 1, 2006, and as amended by that certain letter re Notice of Reorganization and Assignment of FX Connect and/or FX Connect Trade Services subscription agreement dated May 2, 2017.

Collective Investment Trust Accounting Agreement between MFS Heritage Trust Company, acting solely as trustee of certain collective investment trusts listed on Appendix A and State Street Bank and Trust Company, dated November 22, 2006

Signed by,
for and on behalf of
MFS HERITAGE TRUST COMPANY
NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

Custodian Agreement among MFS Heritage Trust Company, as Trustee, acting solely as trustee of certain collective investment busts listed on Appendix A to the Agreement, and State Street Bank and Trust Company as Custodian, dated November 22, 2006

Signed by,
for and on behalf of
MFS HERITAGE TRUST COMPANY
NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

Custodian Agreement among Each of the Investment Companies listed on Appendix A to the Custodian Agreement and State Street Bank and Trust Company, dated December 18, 2006.

Signed by,
for and on behalf of
EACH OF THE INVESTMENT COMPANIES LISTED
ON APPENDIX A TO THE CUSTODIAN AGREEMENT

Funds Accounting Agreement among Each of the Investment Companies listed on Appendix A to the Funds Accounting Agreement and State Street Bank and Trust Company, dated December 18, 2006.

Signed by,
for and on behalf of
EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A TO THE FUNDS ACCOUNTING AGREEMENT, ON BEHALF OF EACH OF THEIR RESPECTIVE PORTFOLIOS (EXCEPT MFS COMMODITY STRATEGY PORTFOLIO)

Securities Lending Agency Agreement among Each of the entities listed on Exhibit A to the Securities Lending Agency Agreement, acting on behalf of itself or, in the case of a series company, on behalf of one or more of its portfolios or series listed on Exhibit A and State Street Bank and Trust Company, dated January 5, 2007.

Signed by,
for and on behalf of
EACH OF THE ENTITIES LISTED ON EXHIBIT A TO THE SECURITIES LENDING AGENCY AGREEMENT, ACTING ON BEHALF OF ITSELF OR, IN THE CASE OF A SERIES COMPANY, ON BEHALF OF ONE OR MORE OF ITS PORTFOLIOS OR SERIES LISTED ON EXHIBIT A

Signed by,
for and on behalf of
STATE STREET BANK AND TRUST COMPANY, AS AGENT FOR THE FUNDS

Transfer Agency and Service Agreement between State Street Bank and Trust Company, and MFS Heritage Trust Company, as Trustee of the MFS Heritage Trust Company Collective Investment Trust and certain collective investment trusts established thereunder as listed on Schedule A, dated as of January 18, 2011

Signed by,
for and on behalf of
MFS HERITAGE TRUST COMPANY
NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

Investment Analytics Agreement between MFS Investment Management Company (Lux) Sa.r.l. and State Street Bank and Trust Company, dated July 1, 2012 (assigned to State Street Bank and Trust Company via amendment and assignment dated October 31, 2014).

Amended and Restated Trust Agreement between MFS Investment Management Canada Limited and State Street Trust Company Canada, dated as of October 2, 2017

Investment Analytics Agreement Massachusetts Financial Services Company and State Street Bank and Trust Company, dated June 30, 2014.

Registrar and Transfer Agency, Administration, and Paying Agency Agreement among MFS Investment Management Company (Lux) S.a.r.1., MFS Meridian Funds, and State Street Bank Luxembourg S.C.A. (formerly State Street Bank Luxembourg S.A.), October 31, 2014.

Signed by,
for and on behalf of
MFS INVESTMENT MANAGEMENT COMPANY (LUX) S.A.R.L.

Administration Agency, Domiciliary, Corporate and Paying Agency, Registrar and Transfer Agency Agreement between MFS Investment Management Company (Lux) S.à r.1. (formerly MFS Investment Management Company (Lux) S.A.) and State Street Bank Luxembourg S.C.A. (formerly State Street Bank Luxembourg S.A.) dated July 14, 2000

Signed by,
for and on behalf of
MFS INVESTMENT MANAGEMENT COMPANY (LUX) S.A.R.L.

Transfer Agency and Service Agreement between MFS Investment Management Canada Limited and State Street Trust Company Canada, dated as of October 2, 2017.

Custodian Agreement between State Street Australia Limited and MFS International Holdings Pty. Ltd., dated as of 4 January 2019.

Form N-PORT and Form N-CEN Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, dated as of June 1, 2018.

Signed by,
for and on behalf of
EACH OF THE FUNDS LISTED ON SCHEDULE A TO
THE FORM N-PORT AND FORM N-CEN SERVICES
AGREEMENT

Regulatory Reporting Support Services Agreement between Massachusetts Financial Services Company and State Street Bank and Trust Company, dated as of February 24, 2014.

Money Market Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, dated as of October 14, 2015.

Signed by,
for and on behalf of
EACH OF THE FUNDS LISTED ON SCHEDULE A TO
THE MONEY MARKET SERVICES AGREEMENT

Stress Testing Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, made as of April 1, 2016.

Signed by,
for and on behalf of
EACH OF THE FUNDS LISTED ON SCHEDULE A TO
THE STRESS TESTING SERVICES AGREEMENT

This Accession Agreement (this “Accession Agreement”) is entered into as of [DATE] pursuant to the terms of that certain Supplemental Agreement dated as of October 1, 2019 by and among the MFS and State Street parties thereto (the “Supplemental Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Supplemental Agreement. By the execution of this Accession Agreement, the below MFS and State Street entities agree that [NAME AND DATE OF AGREEMENT] shall become an Agreement under the Supplemental Agreement and be subject to the terms and conditions of Section 3 of the Supplemental Agreement.

IN WITNESS WHEREOF, this Accession Agreement is executed for and on behalf of the undersigned as of the day and year first written above.

All capitalized terms not defined in this State Street Client Information Security Addendum (this “Security Addendum”) shall have the meanings ascribed to them in the Supplemental Agreement by and between State Street Bank and Trust Company (“State Street”) and Massachusetts Financial Services Company d/b/a MFS Investment Management (“Client”), effective as of October 1, 2019 (the “Agreement”). For purposes of this Security Addendum, (i) the term “Agreement” shall include the agreements listed in Section 1 of the Agreement, the term “State Street” shall include its affiliates listed in Section 1 of the Agreement, and (iii) the term “Client” shall include its affiliates and Funds listed in Section 1 of the Agreement.

State Street and Client hereby agree that State Street shall maintain an information security policy (“Security Policy”) that satisfies the requirements set forth below; provided, that, because information security is a highly dynamic space (where laws, regulations and threats are constantly changing), State Street reserves the right to make changes to its information security controls at any time and at the sole discretion of State Street in a manner that it believes does not materially reduce the protection it applies to MFS Data.

From time to time, State Street may subcontract services performed under the Agreement (to the extent provided for under the Agreement) or provide access to MFS Data or its network to a subcontractor or other third party; provided, that, such subcontractor or third party implements and maintains security measures State Street believes are at least as stringent as those described in this Security Addendum.

The objective of State Street’s Security Policy and related information security program is to implement data security measures consistent in all material respects with applicable prevailing industry practices and standards (“Objective”). In order to meet such Objective, State Street shall use commercially reasonable efforts to:

a. protect the privacy, confidentiality, integrity, and availability of all MFS Data;

b. protect against accidental, unauthorized, unauthenticated or unlawful access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of the MFS Data;

c. comply with applicable governmental laws, rules and regulations that are relevant to the handling, processing and use of MFS Data in accordance with the Agreement; and

d. implement customary administrative, physical, technical, procedural and organizational safeguards.

a. Risk Assessment - State Street shall, at least annually, perform risk assessments that are designed to identify material threats (both internal and external) against MFS Data, the likelihood of those threats occurring and the impact of those threats upon the State Street organization to evaluate and analyze the appropriate level of information security safeguards (“Risk Assessments”).

b. Risk Mitigation - State Street shall use commercially reasonable efforts to manage, control and remediate any threats identified in the Risk Assessments that it believes are likely to result in material unauthorized access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of MFS Data, consistent with the Objective, and commensurate with the sensitivity of the MFS Data and the complexity and scope of the activities of State Street pursuant to the Agreement.

c. Security Controls Testing - State Street shall, on approximately an annual basis, engage an independent external party to conduct periodic reviews of State Street’s information security practices. State Street shall have a process to review and evaluate high risk findings resulting from this testing.

3. Security Controls. Annually, upon Client’s reasonable request, State Street shall provide Client’s Chief Information Security Officer or his or her designee with a copy of its corporate information security controls that form the basis for State Street’s Security Policy and an opportunity to discuss State Street’s information security measures with a qualified member of State Street’s information technology management team. State Street shall review its Security Policy annually.

a. Responsibility - State Street shall assign responsibility for information security management to senior personnel only.

b. Access - State Street shall permit only those personnel performing roles supporting the provision of services under the Agreement to access MFS Data.

c. Confidentiality - State Street personnel who have accessed or otherwise been made known of MFS Data shall maintain the confidentiality of such information in accordance with the terms of the Agreement.

d. Training - State Street will provide reasonable information security training to its personnel on approximately an annual basis.

a. Data Sensitivity - State Street acknowledges that it understands the sensitivity of MFS Data.

b. External Hosting Facilities – State Street shall implement controls, consistent with applicable prevailing industry practices and standards, regarding the collection, use, storage and/or disclosure of MFS Data by an external hosting provider.

a. Securing Physical Facilities - State Street shall maintain systems located in State Street facilities that host MFS Data or provide services under the Agreement in an environment that is designed to be physically secure and to allow access only to authorized individuals. A secure environment includes the availability of onsite security personnel on a 24 x 7 basis or equivalent means of monitoring locations supporting the delivery of services under the Agreement.

b. Physical Security of Media - State Street shall implement controls, consistent with applicable prevailing industry practices and standards, that are designed to deter the unauthorized viewing, copying, alteration or removal of any media containing MFS Data. Removable media on which MFS Data is stored (including thumb drives, CDs, and DVDs, and PDAS) by State Street must be encrypted using at least 256 bit AES (or equivalent).

c. Media Destruction - State Street shall destroy removable media and any mobile device (such as discs, USB drives, DVDs, back-up tapes, laptops and PDAs) containing MFS Data or use commercially reasonable efforts to render MFS Data on such physical media unintelligible if such media or mobile device is no longer intended to be used. All backup tapes that are not destroyed must meet the level of protection described in this Security Addendum until destroyed.

d. Paper Destruction - State Street shall cross shred all paper waste containing MFS Data and dispose in a secure and confidential manner.

a. Network Penetration Testing - State Street shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing MFS Data. State Street shall have a process to review and evaluate high risk findings resulting from this testing, and shall use commercially reasonable efforts to address any such findings.

b. Data Protection During Transmission - State Street shall encrypt, using an industry recognized encryption algorithm, personally identifiable MFS Data when in transit across public networks, and where technically feasible, confidential MFS Data. In cases where personally identifiable MFS Data and/or confidential MFS Data is being sent via email between Client and State Street, it is agreed that Transport Layer Security (TLS) will be is implemented and will be used between the parties in lieu of requiring data encryption. And, in cases where personally identifiable MFS Data and/or confidential MFS Data is being transmitted from a State Street application or system, it is agreed that Secure File Transfer Protocol (SFTP) will be used in lieu of requiring data encryption

c. Data Loss Prevention - State Street shall implement a data leakage program that is designed to identify, detect, monitor and document MFS Data leaving State Street’s control without authorization in place.

d. Malicious Code – State Street shall implement controls that are designed to detect the introduction or intrusion of malicious code on information systems handling or holding MFS Data and implement a process for removing said malicious code from information systems handling or holding MFS Data.

a. Authorized Access - State Street shall have controls that are designed to maintain the logical separation such that access to systems hosting MFS Data and/or being used to provide services to Client will uniquely identify each individual requiring access, grant access only to authorized personnel based on the principle of least privileges, and prevent unauthorized access to MFS Data.

b. User Access - State Street shall have a process to promptly disable access to MFS Data by any State Street personnel who no longer requires such access. State Street will also promptly remove access of Client personnel upon receipt of notification from Client.

c. Authentication Credential Management - State Street shall communicate authentication credentials to users in a secure manner, with a proof of identity check of the intended users.

d. Multi-Factor Authentication for Remote Access - State Street shall use multi factor authentication and a secure tunnel, or another strong authentication mechanism, when remotely accessing State Street’s internal network.

a. Encryption Requirements - State Street shall encrypt any laptops or mobile devices (e.g., Blackberries, PDAs) containing MFS Data used by State Street’s personnel using an industry recognized encryption algorithm with at least 256 bit encryption AES (or equivalent). .

b. Secure Storage - State Street shall require that all laptops and mobile devices be securely stored whenever out of the personnel’s immediate possession.

c. Inactivity Timeout - State Street shall employ access and password controls as well as inactivity timeouts of no longer than thirty (30) minutes on laptops, desktops and mobile devices managed by State Street and used by State Street’s personnel.

d. State Street shall maintain the ability to remotely remove MFS Data promptly from mobile devices managed by State Street.

a. MFS Data – MFS Data shall only be used by State Street for the purposes specified in the Agreement.

b. Virus Management - State Street shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the State Street environment, and recover from any impact caused by malware.

a. Incident Management/Notification of Breach - State Street shall develop and implement an incident response plan that specifies actions to be taken when State Street or one of its subcontractors suspects or detects that a party has gained material unauthorized access to MFS Data or systems or applications containing any MFS Data (the “Response Plan”). Such Response Plan shall include the following:

i. Escalation Procedures - An escalation procedure that includes notification to senior managers and appropriate reporting to regulatory and law enforcement agencies. This procedure shall provide for prompt reporting of incidents that compromise the confidentiality of MFS Data (including backed up data) to Client via telephone or email (and provide a confirmatory notice in writing as soon as practicable); provided that the foregoing notice obligation is excused for such period of time as State Street is prohibited by law, rule, regulation or other governmental authority from notifying Client. For the sake of clarity, State Street shall, in all cases where permitted by law, rule or regulation, notify Client prior to commencing any external or third-party notifications.

ii. Incident Reporting - State Street will use commercially reasonable efforts to promptly furnish to Client information that State Street has regarding the general circumstances and extent of such unauthorized access.

iii. Investigation and Prevention - State Street shall reasonably assist Client in investigating any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Client in its efforts to comply with statutory notice or other legal obligations applicable to Client or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Client in litigation and investigations against third parties reasonably necessary to protect Client’s proprietary rights; and (C) take reasonable actions necessary to prevent, and mitigate against loss from, any such unauthorized access.

IN WITNESS WHEREOF, each of the parties has caused this Supplemental Agreement to be signed and delivered by their duly authorized officers as of the Effective Date above.

Depositary Agreement between MFS Meridian Funds and State Street Bank Luxembourg S.C.A., made on August 18, 2016.

Depositary Agreement between MFS lnvestment Management Company (Lux) S.à r.1. and State Street Bank Luxembourg S.C.A., made on August 16, 2016.

Global Link User Agreement among FX Connect, LLC (as assignee of State Street Bank and Trust Company), State Street Bank and Trust Company, and MFS Investment Management a /d/b/a for Massachusetts Financial Services Company, dated May 1, 2006, and as amended by that certain letter re Notice of Reorganization and Assignment of FX Connect and/or FX Connect Trade Services subscription agreement dated May 2, 2017.

Signed by,
for and on behalf of
MFS HERITAGE TRUST COMPANY
NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

Custodian Agreement among Each of the Investment Companies listed on Appendix A to the Custodian Agreement and State Street Bank and Trust Company, dated December 18, 2006.

Funds Accounting Agreement among Each of the Investment Companies listed on Appendix A to the Funds Accounting Agreement and State Street Bank and Trust Company, dated December 18, 2006.

EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A TO THE FUNDS ACCOUNTING AGREEMENT, ON BEHALF OF EACH OF THEIR RESPECTIVE PORTFOLIOS (EXCEPT MFS COMMODITY STRATEGY PORTFOLIO)

Funds Accounting Agreement among Each of the Investment Companies listed on Appendix A to the Funds Accounting Agreement and State Street Bank and Trust Company, dated December 18, 2006.

EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A TO THE FUNDS ACCOUNTING AGREEMENT, ON BEHALF OF EACH OF THEIR RESPECTIVE PORTFOLIOS (EXCEPT MFS COMMODITY STRATEGY PORTFOLIO)

EACH OF THE ENTITIES LISTED ON EXHIBIT A TO THE SECURITIES LENDING AGENCY AGREEMENT, ACTING ON BEHALF OF ITSELF OR, IN THE CASE OF A SERIES COMPANY, ON BEHALF OF ONE OR MORE OF ITS PORTFOLIOS OR SERIES LISTED ON EXHIBIT A

NOT IN ITS INDIVIDUAL CAPACITY BUT ACTING
SOLELY AS TRUSTEE TO EACH COLLECTIVE
INVESTMENT TRUST LISTED IN APPENDIX A.

Amended and Restated Trust Agreement between MFS Investment Management Canada Limited and State Street Trust Company Canada, dated as of October 2, 2017

Investment Analytics Agreement Massachusetts Financial Services Company and State Street Bank and Trust Company, dated June 30, 2014.

Registrar and Transfer Agency, Administration, and Paying Agency Agreement among MFS Investment Management Company (Lux) S.a.r.l., MFS Meridian Funds, and State Street Bank Luxembourg S.C.A. (formerly State Street Bank Luxembourg S.A.), October 31, 2014.

Administration Agency, Domiciliary, Corporate and Paying Agency, Registrar and Transfer Agency Agreement between MFS Investment Management Company (Lux) S.à r.l. (formerly MFS Investment Management Company (Lux) S.A.) and State Street Bank Luxembourg S.C.A. (formerly State Street Bank Luxembourg S.A.) dated July 14, 2000

Transfer Agency and Service Agreement between MFS Investment Management Canada Limited and State Street Trust Company Canada, dated as of October 2, 2017.

Form N-PORT and Form N-CEN Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, dated as of June 1, 2018.

EACH OF THE FUNDS LISTED ON SCHEDULE A TO
THE FORM N-PORT AND FORM N-CEN SERVICES
AGREEMENT

Regulatory Reporting Support Services Agreement between Massachusetts Financial Services Company and State Street Bank and Trust Company, dated as of February 24, 2014.

Money Market Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, dated as of October 14, 2015.

Stress Testing Services Agreement between the Funds listed on Schedule A thereto and State Street Bank and Trust Company, made as of April 1, 2016.

Custodian Agreement between State Street Australia Limited and MFS International Holdings Pty. Ltd., dated as of 4 January 2019.

Each of the MFS Closed-end Investment Companies Listed on Exhibit A Attached

AGREEMENT made as of the 18^th day of December, 2006 by and between each of the MFS closed-end investment companies listed on Exhibit A attached hereto, separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (each individually and collectively, the “Customer”), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually “CSS” and the “Trust Company”, respectively).

WHEREAS, the Customer desires to appoint the Trust Company as sole transfer agent, registrar and administrator of its dividend reinvestment and cash purchase plan, and CSS as dividend disbursing agent and processor of all payments received or made by Customer under the dividend reinvestment and cash purchase plan.

WHEREAS, the Trust Company and CSS desire to accept such respective appointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

2.1 Appointments. Subject to the terms and conditions of this Agreement, the Customer hereby appoints the Trust Company to act as sole transfer agent and registrar for all Shares and as the Agent of Plan and appoints CSS as dividend disbursing agent and processor of all payments received or made by or on behalf of the Customer under the Plan, and the Trust Company and CSS accept the appointments. Customer has provided or shall provide Transfer Agent with certified copies of resolutions dated the date hereof appointing the Trust Company as Transfer Agent. Notwithstanding anything to the contrary set forth in this Section 2.1, the appointment by the Customer of the Trust Company as the Agent for the Plan shall not be effective until the Effective Date.

2.2 Documents. In connection with the appointing of Transfer Agent as the transfer agent and registrar for the Customer, the Customer has provided or will provide the following appointment documents and Customer corporate authority documents to the Transfer Agent.

2.3 Records. Transfer Agent may adopt as part of its records all lists of holders, records of the Customer’s Shares, books, documents and records which have been employed by the Customer or any former agent of the Customer for the maintenance of the ledgers for such shares, provided such ledger is certified by an officer of the Customer or the prior transfer agent to be true, authentic and complete. The Transfer Agent shall keep records relating to the services provided hereunder, in the form and manner it deems advisable.

2.4 Shares. Each Fund shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and the application to or removal from any certificate of stock of any legend restricting the transfer of such Shares or the substitution for such certificate of a certificate without such legend, (ii) any authorized but unissued Shares reserved for specific purposes, (iii) any outstanding Shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation, and (v) special instructions regarding dividends and information regarding foreign Shareholders.

2.5 Customer’s Agent. Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of Customer.

2.6 Certificates. Each Fund authorizes the Transfer Agent use its QuickCert certificates in connection with any issuance, re-issuance or other transaction which requires the delivery of physical certificates representing the Shares.

4.1 Declaration of Dividends. Upon receipt of a written notice from the President, Secretary or Treasurer of each Fund declaring the payment of a dividend, CSS shall disburse such dividend payments provided that in advance of such payment, such Fund furnishes CSS with sufficient funds. The payment of such funds to CSS for the purpose of being available for the payment of dividend checks from time to time is not intended by any Fund to confer any rights in such funds on any Fund’s Shareholders whether in trust or in contract or otherwise.

4.2 Stop Payments. Each Fund hereby authorizes CSS to stop payment of checks issued in payment of dividends, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault

of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and CSS shall issue and deliver duplicate checks in replacement thereof, and each Fund shall indemnify Transfer Agent against any loss or damage resulting from reissuance of such checks to such Funds’ Shareholders.

4.3 Tax Withholding. CSS is hereby authorized to deduct from all dividends declared by a Fund and disbursed by CSS, as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.

4.4 Dividend Reinvestment. With respect to Shareholders who have elected to participate in the Plan, the Transfer Agent shall, in accordance with the terms of the Plan, either (a) issue additional Shares and credit such Shares to the Accounts of such participating Shareholders or (b) acquire additional Shares in open-market transactions for credit to the Accounts of such participating Shareholders, as applicable.

4.5 Cash Purchase Plan. In accordance with the terms of the Plan, (a) CSS shall receive all payments made by Shareholders for the purchase of additional Shares of the applicable Fund and (b) the Trust Company shall purchase such additional Shares on behalf of such Shareholders.

The Transfer Agent shall provide internet access to Customer’s Shareholders through Transfer Agent’s web site, Computershare.com (“Shareholder Internet Services”), pursuant to its established procedures (“Security Procedures”) and fees, to allow Shareholders to view their account information and perform certain on-line transaction request capabilities. Transfer Agent shall at all times use reasonable care in performing Shareholder Internet Services under this Agreement and shall be entitled to rely on electronic instructions from Shareholders submitted through the Shareholder Internet Services or other electronic means pursuant to its Security Procedures. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from security procedures which the Transfer Agent has implemented or omitted, Transfer Agent shall be presumed to have used reasonable care if it has followed, in all material respects, its security procedures then in effect. Transfer Agent’s security procedures for Shareholder Internet Services shall be maintained in conformance to the standards of the financial services industry, and Transfer Agent shall modify such security procedures from time to time to reflect changes in such industry standards. Transfer Agent also may, but shall not be required to, modify such security procedures to the extent it believes, in good faith, that such modifications will enhance the security of Shareholder Internet Services. The Shareholder Internet Services are provided “as is,” on an “as available” basis, and Transfer Agent hereby specifically disclaims any and all representations or warranties, express or implied, regarding such services provided by Transfer Agent hereunder, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance, provided, however, that the provision of Shareholder Internet Services shall be subject to the applicable performance targets set forth on Schedule A attached hereto.

6.1 Fee and Service Schedules. Each Fund agrees to pay Transfer Agent the fees for Services performed for such Fund pursuant to this Agreement as set forth in the Fee and Service Schedule attached hereto, for the initial term of the Agreement (the “Initial Term”). Not less than thirty (30) days before the expiration of the Initial Term or a Renewal Term, the parties to this Agreement will agree upon a Fee

Schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon, the fees will increase as set forth in the Term Section of the Fee and Service Schedule.

6.2 Out-of-Pocket Expenses. In addition to the fees paid under Section 6.1 above, each Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses incurred in connection with the services provided to such Fund under this Agreement, including but not limited to postage, forms, telephone, microfilm, microfiche, taxes, records storage, exchange and broker fees incurred in connection with the purchase of Shares under the Plan, or advances incurred by the Transfer Agent for the items set out in the Fee and Service Schedule attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of a Fund, will be reimbursed by such Fund.

6.3 Conversion Funds. Each Fund shall advance all conversion funding related to its Shares required by any out of proof condition caused by a prior agent’s services to Transfer Agent prior to the commencement of services.

6.4 Invoices. Each Fund agrees to pay all of its lees and reimbursable expenses within thirty (30) days of the date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, a Fund may only withhold that portion of the fee or expense subject to the good faith dispute. Each Fund shall settle such disputed amounts within five (5) business days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

6.6 Overtime Charges. Overtime charges will be assessed in the event of a late delivery to the Transfer Agent of Fund material for mailings to Shareholders, unless the mail date is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly and annual reports and news releases.

6.7 Bank Accounts. The Customer acknowledges that the bank accounts maintained by CSS in connection with the services provided under this Agreement will be in the name of CSS. CSS agrees to provide the Customer with a monthly credit against fees due under this Agreement equal to (i) the average daily balance in such bank account attributable to the Customer, multiplied by (ii) an annual interest rate equal to the Federal Funds rate minus ten percent (10%). Banking fees incurred by CSS in connection

with maintaining such accounts shall be payable from the 10% reduction in the Federal Funds rate referenced in the preceding sentence.

7.1 Governance. The Trust Company is a federally chartered limited purpose national bank duly organized, validly existing and in good standing under the laws of the United States and CSS is a corporation validly existing and in good standing under the laws of the State of Delaware and each has full corporate power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Trust Company and CSS has been duly authorized by all necessary corporate action and constitutes the legal valid and binding obligation of the Trust Company and CSS enforceable against such parties in accordance with its terms.

7.2 Compliance. The execution, delivery and performance of the Agreement by each of the Trust Company and CSS will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party to, (i) any existing law, ordinance, or governmental rule or regulation to which such party is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to such party, or (iii) the incorporation documents or by-laws of, or any material agreement to which the Trust Company or CSS is a party.

7.3 Qualification. Each of the Trust Company and CSS are duly qualified to carry on its respective business in the Commonwealth of Massachusetts.

7.4 Ability to Perform. Each of the Trust Company and CSS has and will continue to have access to the necessary facilities, equipment and personnel to perform their respective duties and obligations under this Agreement.

8.1 Data Access. Transfer Agent has developed a data access service that enables the Customer to access the Customer’s Shareholder records maintained on the Transfer Agent’s computer system through the Internet or remote access, as the case may be (the “Data Access Service”). The Customer wishes to use such Data Access Service subject to the terms and conditions set forth herein.

8.2 Procedures for Access. Access is accomplished by entering a unique Customer identification (“Customer ID(s)”) and passwords (“Password(s)”) assigned to the Customer by Transfer Agent. Each Customer ID and Password assigned to the Customer is for use only by the Customer. The Customer shall establish and maintain reasonable security and control over each Customer ID. After Transfer Agent assigns the Customer a Password, the Customer shall change the Password. The Password is within the Customer’s exclusive control after the necessary change. Customer agrees to notify Transfer Agent promptly if any employee of Customer granted access to the Data Access Service leaves the employ of the Customer, in order to enable Transfer Agent to terminate such employee’s access.

8.3 Proprietary Information. The Customer acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customer by Transfer Agent as part of the Data Access Service to access Shareholder Data maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Shareholder Data. The Customer agrees to treat all

Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customer agrees for itself and its employees and agents:

Notwithstanding the foregoing, Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

8.4 Content. If the Customer notifies the Transfer Agent that any part of the Data Access Service does not operate in material compliance with the user documentation provided by the Transfer Agent for such service, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the services are solely responsible for the contents of such data and the Customer agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof.

8.5 Transactions. If the transactions available to the Customer include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of Shares or direct CSS to transfer cash or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8.

9.1 Organizations. It is a Massachusetts business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts;

9.2 Governance. It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement. All corporate proceedings required by said Declaration of Trust and By-Laws and applicable law have been taken to authorize it to enter into and perform this Agreement;

9.3 Investment Company Act. It is a closed-end investment management company registered under the Investment Company Act of 1940; and

9.4 Registration Statements. A registration statement under the Securities Act of 1933, as amended, is currently effective, and appropriate state securities law filings have been made, if required, with respect to all Shares of the Fund which have been offered for sale.

10.1 Standard of Care. The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith or willful misconduct or that of its employees, agents or subcontractors, as set forth and subject to the limitations set forth in Section 10.4 below.

10.2 Customer Indemnity. The Transfer Agent shall not be responsible for, and each Fund severally agrees to indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability insofar as the same may pertain to such Fund arising out of or attributable to:

10.3 Instructions. At any time the Transfer Agent may apply to any officer of a Fund for instruction, and with the consent of such Fund, may consult with legal counsel for such Fund with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by such Fund for any action taken or omitted by it in reliance upon such instructions or upon

the opinion of such counsel, provided that the Transfer Agent has conformed to the standard of care set forth in Section 10.1. Provided that the Transfer Agent has conformed to the standard of care set forth in Section 10.1, the Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document reasonably believed to be genuine and to have been signed by an Authorized Person, or upon any instruction, information, data, records or documents provided by an Authorized Person to the Transfer Agent or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or similar means authorized by each Fund, and shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from a Fund. Provided that the Transfer Agent has conformed to the standard of care set forth in Section 10.1, the Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of a Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

10.4 Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability arising out of or attributable to Transfer Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent’s negligence, bad faith, or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder; provided, however, that Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort. or otherwise, is limited to, and shall not exceed, four times the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Transfer Agent is being sought; provided, however, that if such event occurs within the first twelve (12) months of the date first written above, then such aggregate liability of the Transfer Agent shall not exceed $1,000,000.00.

10.5 Notice. In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of such assertion and afford the Indemnifying Party the opportunity to assume the defense, at the Indemnifying Party’s sole expense, with counsel reasonably satisfactory to the parties, and approve any compromise, settlement, litigation or other resolution or other disposition of such claim (collectively, a “Settlement”), and shall keep the Indemnified Party advised with respect to all developments concerning such claim or Settlement; provided, however, that no Settlement which admits to any liability or wrong-doing on the part of an Indemnified Party shall be entered into without the prior written consent of such Indemnified Party, such consent not to be unreasonably withheld or delayed. If the Indemnifying Party shall not have elected to assume the defense of any matter within thirty (30) days after receiving written notice thereof from the Indenmified Party, the Indemnifying Party shall be deemed to have waived any right it might otherwise have to assume such defense. The Indemnified Party shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent.

No party shall be liable for any incidental, indirect. special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

12.1 The Customer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

12.2 No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

12.3 The Transfer Agent shall promptly send to the Customer annually its most recent SAS 70 Report, addressing the stock transfer area.

12.4 The Transfer Agent shall provide the Customer with an annual certification that the Transfer Agent has performed its transfer agency functions in compliance with the applicable terms of the prospectus of each Fund.

13.1 Notification. Each Fund shall notify Transfer Agent as soon as possible (a) in advance of any stock split, stock dividend or similar event which may affect the Shares of such Fund, (b) any circumstance which results in such Fund’s representations and warranties in Section 9.4 of this Agreement no longer being true and correct, and (c) of any bankruptcy, insolvency, moratorium or other proceeding regarding such Fund affecting the enforcement of creditors’ rights. Notwithstanding any other provision of the Agreement to the contrary, Transfer Agent will have no obligation to perform any services under the Agreement to a Fund subsequent to the commencement of any bankruptcy, insolvency, moratorium or other proceeding regarding such Fund affecting the enforcement of creditor’ rights unless Transfer Agent receives assurance satisfactory to it that it will receive full payment for such services.

13.2 Business Continuity Planning. The Transfer Agent will continue to maintain appropriate business continuity and disaster recovery plans reasonably designed to safeguard from loss or damage attributable to terrorism or related threats to security, fire, flood, theft or any other reasonably anticipated cause, the records and other data and property of the Customer and the Transfer Agent’s records, data, equipment, facilities, and other property used in the performance of its obligations under the Agreement in accordance with the standard of the financial services industry, and Transfer Agent shall modify such plans from time to time to reflect changes in such industry standards.

13.3 Maintenance of Insurance Coverage. The Transfer Agent currently maintains and shall continue to maintain throughout the Initial Term and any Renewal Term of this Agreement the insurance coverages and levels as follows:

14.1 Covenant. The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customer lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement. The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.

a. The Transfer Agent acknowledges and agrees that, solely to the extent necessary to permit it to perform its obligations pursuant to this Agreement, the Customer may provide to the Transfer Agent or Transfer Agent may have access to Nonpublic Personal Information, as such term is defined in Section 509 of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder (“GLB Act”), and information and data derived therefrom (collectively, “Shareholder NPI”), concerning Shareholders. Transfer Agent agrees to take all steps necessary to comply with Securities and Exchange Commission’s Regulation S-P and similar regulations adopted by other federal or state regulatory or legal authorities protecting the privacy of Nonpublic Personal Information, to the extent applicable. The Transfer Agent further acknowledges and agrees that it shall have the right to use Shareholder NPI solely to the extent necessary to fulfill and perform its obligations under this Agreement; and the Transfer Agent will be permitted to disclose relevant aspects of the Shareholder NPI to its officers, affiliates, agents, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by the GLB Act or any other obligation of confidentiality hereunder. The Transfer Agent agrees to (i) establish and maintain appropriate written policies, procedures and controls that address the administrative, technical and administrative safeguards necessary to ensure the security and confidentiality of Shareholder NPI; (ii) to protect against any anticipated threats or hazards to the security and integrity of such information; and (iii) to protect against unauthorized access to or use of such information (collectively, the “Safeguards”). The term “Safeguards” shall also require the proper destruction of Shareholder NPI (if such destruction is required hereunder and does not interfere with any records retention requirements) so that the information contained therein cannot be practicably read or reconstructed. The Transfer Agent further agrees to require any third-party service provider utilized by the Transfer Agent in accordance with the terms of this Agreement and any agent to whom Transfer Agent has disclosed or will disclose Shareholder NPI in accordance with the terms of this Agreement to also agree in writing to establish and maintain the Safeguards to the same or similar extent required of the Transfer Agent. Upon the Customer’s reasonable request, the Transfer Agent shall promptly provide audit reports, written test results concerning the Safeguards and such other information as the Customer may reasonably request. If the Customer reasonably determines that additional monitoring of the Transfer Agent’s Safeguards is appropriate, Customer may upon reasonable notice conduct an audit of the Transfer Agent to determine whether the Transfer Agent is satisfying its obligations regarding the Safeguards; provided, however, that such audit shall be at Customer’s expense and in accordance with the Transfer Agent’s fee schedule in effect for audits at that time.

b. The Transfer Agent will promptly notify the Customer in the event of any unauthorized access to or use of any Shareholder NPI or Shareholder Data, the extent of any such

intrusion and how the Customer or Shareholders were affected. Such notification shall be issued promptly and in no event later than forty-eight (48) hours after the Transfer Agent becomes aware of such unauthorized access or use. The Transfer Agent shall reasonably cooperate with the Customer in investigating and responding to each security breach.

14.3 Request for Records. In the event that any requests or demands are made for the inspection of the Shareholder records of the Customer, other than the request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (e.g., in divorce and criminal actions) which do not name any of the Funds, Massachusetts Financial Services Company, MFS Fund Distributors, Inc. or MFS Service Center, Inc., the Transfer Agent will promptly notify the Customer and attempt to secure instructions from an authorized officer of the Customer as to such inspection, and the Customer shall promptly (i) provide the Transfer Agent with such instructions or (ii) inform the Transfer Agent that the Customer or the MFS entities referenced above will respond directly to such request or demand. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure lo exhibit the Shareholder records to such person or if required by law or court order.

15.1 Term. The Initial Term of this Agreement shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 15. Unless a terminating party gives written notice to the other party not less than sixty (60) days before the expiration of the Initial Term or any Renewal Term of this Agreement will renew automatically for successive one-year periods (each such successive one-year period, a “Renewal Term”).

15.2 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should any Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice period, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, or if a Fund is liquidated or its assets merged or purchased or the like with another entity which does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shall be calculated as if the services had remained with the Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at existing rates on the date notice of termination was given to the Transfer Agent, and the payment of fees to the Transfer Agent as set forth herein shall be accelerated to the date prior to the conversion or termination of services. Section 15.2 shall not apply if the Transfer Agent is terminated for cause under Section 15 .4(a) of this Agreement.

15.3 Expiration of Term. After the expiration of the Initial Term or Renewal Term whichever currently is in effect, should either party exercise its right to terminate. all reasonable out-of-pocket expenses associated with the movement of records and material related to a Fund will be borne by such Fund. Additionally, the Transfer Agent will charge a de-conversion/transition fee in an amount equal to 10% of the aggregate fees incurred by a Fund during the immediately preceding twelve (12) month period, provided, however, such fee shall in no event be less than three thousand, seven hundred and fifty ($3,750.00) dollars.

16.1 Consent. Except as otherwise provided in Section 16.2 below, neither this Agreement nor any rights or obligations hereunder may be assigned or delegated by any party without the prior written consent of all other parties to this Agreement.

16.2 Affiliates. The Trust Company may, without further consent of the Customer assign its rights and obligations hereunto to any affiliated transfer agent registered under Section 17A(c)(2) of the Exchange Act; provided, however, that the Trust Company shall be as fully responsible to the Customer for the acts and omissions of any affiliated transfer agent as it is for its own acts and omissions.

16.3 Sub-contractors. Transfer Agent may, without further consent on the part of Customer, subcontract with subcontractors for telephone and mailing services as may be required from time to time; provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions.

Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same; provided, however, that this Section 17 shall not pertain to those subcontractors retained by the Transfer Agent in accordance with Section 16.3 of this Agreement.

18.1 Notices. Any notice or communication by the Transfer Agent or the Customer to the other is duly given if in writing and delivered in person or mailed by first class mail, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

to each Fund identified on Exhibit A hereto
c/o MFS Investment Management
500 Boylston Street
Boston, MA 02116
Attn: General Counsel

Computershare Trust Company, N.A.
c/o Computershare Shareholder Services, Inc.
250 Royall Street
Canton, MA 02021
Telecopy No.: (781) 575-4210
Attn: General Counsel

18.2 Successors. All the covenants and provisions of this agreement by or for the benefit of the Customer or the Transfer Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

18.3 Amendments. This Agreement may be amended or modified by a written amendment executed by the parties hereto.

18.4 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

18.5 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

18.6 Force Majeure. In the event any party is unable to perform its obligations under the terms of this Agreement because of acts of God, war, acts of terrorism, civil unrest, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond such party’s control, such party shall not be liable for damages to the other resulting from such failure to perform.

18.7 Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the Transfer Agent, the Customer and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this agreement, and there are no third party beneficiaries hereof.

18.8 Survival. All provisions regarding indemnification, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive the termination of this Agreement.

18.9 Waiver. No waiver by any party of any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

18.10 Merger of Agreement. This agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

18.11 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

18.12 Limitation of Liability. A copy of the Declaration of Trust of each Fund is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement has been executed on behalf of each Fund by an officer of such Fund as an officer of such Fund and not individually. The Transfer Agent acknowledges that the obligations under or arising out of this Agreement 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 such Fund.

18.13 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the date first written above.

MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust

AMENDMENT, made as of the 29th day of June 2007 to the Transfer Agency and Service Agreement dated as of December 18, 2006 (the “Agreement”), by and between each of the MFS closed-end investment companies listed on Exhibit A separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (collectively, the “Customer”), “Computershare Inc., f/k/a Computershare Shareholder Services, Inc.”, a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”).

WHEREAS, under the terms of the Agreement, each Fund appointed the Transfer Agent its transfer agent, and the Transfer Agent agreed so to act as transfer agent; and

WHEREAS, the performance targets that the Transfer Agent endeavors to meet in its provision of services to the Customer under the Agreement are set forth on Schedule A to the Agreement (the “Performance Targets”); and

WHEREAS, the detailed definition, frequency, limitations and associated costs (if any) of the services provided by the Transfer Agent under the Agreement are set forth on the Fee and Service Schedule for Stock Transfer Services to the Agreement (the “Fee and Service Schedule”); and

WHEREAS, the Customer and the Transfer Agent desire that the MFS California Insured Municipal Fund, the MFS High Income Municipal Trust, the MFS InterMarket Income Trust I, the MFS Intermediate High Income Fund, the MFS Investment Grade Municipal Trust and the MFS High Yield Municipal Trust (Collectively the “New MFS Funds”) be made parties to the Agreement, as hereby amended;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and sufficient consideration, the receipt of which each party hereby acknowledges, the parties hereto each agree as follows:

1. Exhibit A to the Agreement and Exhibit B to the Fee and Service Schedule (the “Exhibits”) shall be amended to include the New MFS Funds. Forms of the Exhibits, as amended, are attached hereto.

2. The Section of the Fee and Service Schedule entitled “Fees” shall be amended and restated as follows:

This fee covers all administration of the services listed in the services section except as noted below. Out of pocket costs associated with providing these services will be charged separately.

* If the average volume of transactions, inquiries, or telephone calls significantly increases during the term of this Agreement as a result of outside factors or unforeseen circumstances for which the Transfer Agent is not the proximate cause, the Transfer Agent and the Company shall negotiate an additional fee.

3. The Section of the Fee and Service Schedule entitled “Billing Definition of Number of Accounts” shall be amended and restated as follows:

For billing purposes, the number of accounts will be based on open accounts on file at the beginning of each billing period, plus any new accounts added during that period. An open account shall mean the account of each shareholder which account shall hold any full or fractional shares of stock held by such shareholder or outstanding funds.

4. The Transfer Agent shall endeavor to meet the Performance Standards in its provision of services to all of the funds listed on the Exhibits, as amended, but with regard to the New MFS Funds, reporting pursuant to the Performance Targets will not be required of the Transfer Agent until the Transfer Agent converts its systems for providing services to the New MFS Funds from the legacy EquiServe mainframe to the Computershare mainframe (SCRIP) and, in any event, no later than December 31, 2007.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
DATED DECEMBER 18, 2006, AS AMENDED JUNE 29, 2007

TO THE FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES
DATED DECEMBER 18, 2006, AS AMENDED JUNE 29, 2007

This Amendment (“Amendment”), effective as of December 18, 2009 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) made as of December 18, 2006, by and among each of the MFS closed-end investment companies listed in Exhibit B of the Agreement, as amended, separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (collectively, the “Customer”), Computershare Inc., formerly known as Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”).

WHEREAS, the Customer and Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly agreed and authorized, as of the Effective Date.

This THIRD AMENDMENT (“Amendment”), made as of the 1^st day of October 2010, is to the Transfer Agency and Service Agreement dated as of December 18, 2006. as amended (the “Agreement”), by and between each of the MFS closed-end investment companies listed on Exhibit A separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (collectively, the “Customer”), Computershare Inc., f/k/a Computershare Shareholder Services, Inc., a Delaware corporation. and its fully owned subsidiary Computershare Trust Company, N. A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”).

WHEREAS, under the terms of the Agreement, each Fund appointed the Transfer Agent its transfer agent, and the Transfer Agent agreed so to act as transfer agent; and

WHEREAS, the Customer and the Transfer Agent agree that the MFS California Insured Municipal Fund is redesignated MFS California Municipal Fund;

l. Exhibit A to the Agreement and Exhibit B to the Fee and Service Schedule (the “Exhibits”) shall be amended. Forms of the Exhibits, as amended, are attached hereto.

2. Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms.

3. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

This FOURTH AMENDMENT (“Amendment”), made as of February 11, 2014, is to the Transfer Agency and Service Agreement dated as of December 18, 2006, as amended (the “Agreement”), by and between each of the MFS closed-end investment companies listed on Exhibit A separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 111 Huntington Ave., Boston, Massachusetts 02119 (collectively, the “Customer”), Computershare Inc., f/k/a Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”).

WHEREAS, under the terms of the Agreement, each Fund appointed the Transfer Agent its transfer agent, and the Transfer Agent agreed so to act as transfer agent; and

WHEREAS the Customer and the Transfer Agent each to amend the Agreement as set forth in this Amendment.

(a) Section 3.5. Section 3.5 of the Agreement is amended by adding the following language at the end thereof:

“Upon the termination of this Agreement, Transfer Agent will, at Customer’s direction, either return such books and records to Customer in a format mutually agreed upon by the parties at no cost to Customer or destroy such books and records in a manner such that data cannot be read, restored or retrieved, and subject to Transfer Agent’s records management policy. If requested by Customer, Transfer Agent shall provide MFS with written certification of such destruction.”

“3.8 The Transfer Agent agrees to take all steps necessary to comply with the requirements of the Identity Theft “Red Flag” Regulations adopted by the Office of the Comptroller of the Currency, 12 C.F.R.. §41.90 and Appendix J thereto (the “Red Flag Regulations”). The Transfer Agent agrees that it has established and will maintain and comply with written policies and procedures in compliance with the Red Flag Regulations in the performance of the Transfer Agent’s services under this Agreement. Without limiting any requirements under the Red Flag Regulations, such written policies and procedures shall be designed to detect, prevent and mitigate identity theft as required by the Red Flag Regulations and the Transfer Agent agrees to take appropriate steps to prevent or mitigate identity theft in connection with the services provided hereunder. The Transfer Agent agrees to: (i) upon written request, provide certifications of compliance with the Red Flag Regulations, including without limitation, certification that the Transfer Agent maintains a written identity theft prevention program in connection with Transfer Agent’s services hereunder and in compliance with applicable law and complies with the Red Flag Regulations, (ii) allow Customer the right to audit the Transfer Agent’s compliance subject to Section 19 of this Agreement and (iii) cooperate with Customer’s reasonable requests for information concerning the Transfer Agent’s policies and procedures.”

“12.3 Upon Customer’s request, Transfer Agent shall provide Customer with a copy of a SSAE 16 Type II audit report or its equivalent (i.e., ISAE 3402 Type II) prepared on an annual basis during the term of this Agreement on behalf of Transfer Agent relating to Transfer Agent’s compliance with American Institute of Certified Public Accountants’ Statements on Standards for Attestation Engagements 16 Reporting on Controls at a Service Organization (“SSAE 16”), within ninety (90) days after such SSAE 16 Report is available to Transfer Agent. If a SSAE 16 Report is not supplied by Transfer Agent in accordance with the foregoing, or if the results of the SSAE 16 Report are qualified by the independent auditor, Customer may, no more than once annually, request Transfer Agent to conduct, or Transfer Agent to appoint an independent audit firm to conduct, or if Transfer Agent does not agree to conduct or to appoint an independent audit firm to conduct then Customer may request Customer’s Internal Audit Department to conduct, an audit relating to Transfer Agent’s compliance with SSAE 16 with respect to Service provided by Transfer Agent to Customer under this Agreement. Transfer Agent shall reasonably remedy any material issues identified in any such review. Failure to so remedy the material issues shall be deemed an incurable material breach and Customer shall have all rights and remedies including without limitation, termination rights, in the event of such breach.”

“Transfer Agent shall: (i) review, test and update its BCP no less than annually and shall promptly address any material deficiencies; (ii) promptly complete and return Customer’s annual Business Continuity/IT Security questionnaire; (iii) provide Customer with a written overview of Transfer Agent’s Business Continuity Plan, upon Customer’s request (iv) allow Customer participation in testing if applicable; and (v) promptly notify Customer in the event of any incident or change in its BCP which may materially and adversely impact Transfer Agent’s ability to provide services as set forth herein. Under the BCP, all services Transfer Agent provides Customer shall have a required recovery time objective of 4 hours or less for critical applications concerning core functions for any data center.”

“Each Fund identified on Exhibit A hereto
c/o MFS Investment Management
111 Huntington Ave.
Boston, MA 02119
Attn: General Counsel”

“19. Right to Audit. Upon at least thirty (30) days prior written notice from Customer, no more frequently than once per year, and at mutually agreed dates and times, Transfer Agent will provide (i) any governmental or regulatory agencies or authorities having jurisdiction over Customer (“Regulatory Authorities”); (ii) any of Customer’s auditors (which may include, as contracted by the Customer, external auditors and/or internal auditors of Customer’s investment adviser who may also contract services from external parties to supplement audit work, collectively referred to as “Customer’s auditors”) and (iii) Customer (collectively, “Customer Monitors”) with reasonable access to the Transfer Agent service location(s), Transfer Agent personnel, and Transfer Agent books and records as Customer may reasonably request for the purpose of reviewing Transfer Agent compliance with the provisions of this Agreement, but only to the extent that such books and records were not included within the scope of the SSAE 16, AT 101, or equivalent audit conducted for Transfer Agent within the previous calendar year (or as required by any Regulatory Authority). The foregoing audit rights shall include, without limitation, audits: (i) of practices and procedures; (ii) of books and records; (iii) of systems; (iv) of internal controls and security practices and procedures; (v) of business continuity and backup procedures; and (vi) as necessary to enable Customer to meet applicable regulatory requirements. In addition, Transfer Agent shall promptly respond to any specific written or verbal inquiries regarding the foregoing. Notwithstanding the foregoing, Transfer Agent may, in its sole discretion, prohibit Customer from entering certain areas of its facilities for security reasons, in which case Transfer Agent will provide Customer with alternative access to the records, information or personnel in such restricted area, to the extent reasonably possible. If the Customer’s Monitors do not agree that sufficient access has been made available, then Customer’s auditors may determine in an audit report that the overall opinion is impaired. Audits shall not include penetration testing, however, given the importance of information security, Transfer Agent will review the controls and processes surrounding penetration testing with Customer’s auditors if requested. Further, Customer agrees that any audit includes the right of Customer to inspect records on-site at Transfer Agent’s office, but not the right to copy records. Customer will provide Transfer Agent with a written Scope of Work, including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. However, the written Scope of Work is subject to amendment, as mutually agreed, based on discovery (if applicable) stemming from the Customer’s auditor’s work or need to revise given that a comprehensive Scope of Work statement may not be fully feasible to reduce unintentional omissions without completion of onsite examination of documentation and processes prior to drafting of a Scope of Work statement. The Transfer Agent will support on-site amendments to the Scope of Work as reasonably appropriate in order to support transparency. The Transfer Agent shall provide reasonable cooperation to Customer Monitors. Customer acknowledges that Transfer Agent may require any Customer Monitors to agree to written confidentiality provisions relating to Transfer Agent’s proprietary and confidential information that such Customer Monitors may have access to during any such review or Audit. If any review by Customer Monitors results in Customer and Transfer Agent agreeing that Transfer Agent is not in compliance with this Agreement, Transfer Agent will promptly take all actions necessary, at Transfer Agent’s expense, to comply with this Agreement, after receipt of the Customer audit report. If Transfer Agent does not take such actions, after 30 days written notice and opportunity to cure, Transfer Agent shall be deemed to be in material breach of this Agreement.”

“20. Security. Without limiting any requirements regarding privacy as may be set forth elsewhere in this Agreement, Transfer Agent will maintain and enforce security procedures with respect to the access, storage, transmission, receipt and maintenance of Customer’s information and data (“Customer Data”), and application server(s), database server(s) and related systems and

equipment upon which the Customer Data resides or which may connect or have access to Customer’s network (collectively, the “Transfer Agent Environment”) and confidential and proprietary information (including without limitation Customer Data) that (a) are at least equal to commercially reasonable information security industry practices and (b) provide appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure of Customer Data and other confidentiality and proprietary information or access to the Transfer Agent Environment. Such safeguards shall include without limitation maintaining proper access controls to ensure that only authorized personnel and subcontractors on a need to know basis can access Customer Data and that only authorized IP addresses have access to Customer Data. In addition, Transfer Agent shall ensure that upon any transfer, termination or change in duties of any authorized personnel who have access to Customer Data such access shall be promptly terminated.

Without limiting the generality of the foregoing, Transfer Agent shall maintain appropriate controls to secure and defend the Transfer Agent Environment and its location and equipment against “hackers” and others who may seek, without authorization, electronically, physically or otherwise to modify or access the Transfer Agent Environment, Transfer Agent systems or the confidential and proprietary information found therein. Transfer Agent will periodically test the systems for potential areas where security could be breached. Transfer Agent shall at all times use secure and encrypted methods to transmit data containing Shareholder NPI to Customer.

Only a limited and controlled group of employees of Transfer Agent or subcontractors with a business need to know the information shall have access to Customer Data. Transfer Agent must be able to monitor and document all access to Customer Data including without limitation verifying that only properly approved Transfer Agent employees and subcontractors have access to Customer Data. Transfer Agent must have an appropriate mechanism for granting and reviewing such access. Furthermore, all Customer Data must be logically segregated from other Transfer Agent’s clients’ data.

Transfer Agent will use continuous and diligent efforts to remedy such breach of security or unauthorized access in an expeditious manner and deliver to Customer a root cause assessment and future incident mitigation plan with regard to any unauthorized access affecting Customer Data.”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

This Fifth Amendment (“Amendment”), effective May 1, 2016, is made and entered into by and between each of the MFS closed-end investment companies listed on Exhibit A to a Transfer Agency and Service Agreement among the parties hereto, separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 111 Huntington Ave., Boston, Massachusetts 02119 (collectively, the “Customer”), Computershare Inc., f/k/a Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement (as defined below).

WHEREAS, Customer and Transfer Agent entered into a Transfer Agency and Service Agreement dated December 18, 2006, as amended by l) a First Amendment dated on or about June 29, 2007, 2) a Second Amendment dated December 18, 2009, a Third Amendment dated October 1, 2010, and 4) a Fourth Amendment dated February 11, 2014 (collectively referred to as the “Agreement”) the parties hereby desire to amend certain terms of the Agreement, as set forth herein.

THEREFORE, in consideration of the exchange of mutual covenants and agreements, the value and sufficiency of which are acknowledged by the parties, Customer and Transfer Agent, intending to be legally bound by the terms herein, agree to amend the Agreement as set forth below. In the event of a conflict between this Amendment and the Agreement, this Amendment shall control.

I. Section 16.3 of the Agreement shall be amended by deleting the section in its entirety and inserting the following in place thereof.

Without the prior written consent of Customer, except in the event of core transfer agent services such as call center and transfer processing (“Core Services”), Transfer Agent may provide notification of the subcontracting of any portion of the Services or provide any portion of the Services through the use of any third party including without limitation any affiliates of Transfer Agent or any third party hosting provider of Transfer Agent (each unaffiliated entity a “Third Party Supplier). Without prior written consent of the Customer, Transfer Agent shall not subcontract any portion of the Core Services or offshore the Core Services outside of the United States. Upon Customer’s request, Transfer Agent will provide Customer with a written report identifying each Third Party Supplier that has access to shareholder data of Customer as of the date of such report, along with a description of the services to be provided by each Third Patty Supplier. Transfer Agent shall perform financial services industry standard due diligence (“Due Diligence”) on such Third Party Supplier, including without limitation that such potential Third Party Supplier maintains and complies with policies and procedures necessary to adhere to the data security restrictions consistent with those set forth herein, to the extent that such Third Party Supplier has access to shareholder data of Company.

Prior to disclosing any Customer Data, including Customer Confidential Information, to (or performance of any Service by) any Third Party Supplier, Transfer Agent shall: (i) enter into a written

contract with the Third Party Supplier (“Third Party Contract”). The Third Party Contract shall contain clauses and provisions consistent with those in this Agreement that are relevant to any of the services the Third Party Supplier shall be providing.

Transfer Agent shall with respect to such Third Party Supplier retain full and complete responsibility and liability for the acts and omissions of each Third Party Supplier, and each Third Party Supplier’s (and any further subcontractors’) compliance with the applicable restrictions and requirements imposed upon Transfer Agent under this Agreement, all to the same extent of Transfer Agent’s own responsibility and liability under this Agreement. For the avoidance of doubt, Transfer Agent shall pay each Third Party Supplier directly in accordance with the contractual terms between Transfer Agent and each Third Party Supplier and ensure that each Third Party Supplier delivers all Services for which it is responsible without delay, lien or encumbrance. Transfer Agent shall defend, indemnify and hold Customer and its affiliates and its and their agents, directors, stockholders, officers and employees completely harmless from and against any and all claims, suits, demands, actions, liabilities, losses, damages, judgments, fines or civil penalties and all costs and expenses of whatever kind or nature (including reasonable attorney fees, court costs and expert fees and expenses) associated therewith in any way arising from any payment required to made by Transfer Agent to any Third Party Supplier.

Transfer Agent shall have an ongoing obligation to monitor the performance of the Services by each Third Party Supplier (including without limitation, (ii) obtaining and reviewing on an annual basis the Third Party Supplier’s SOC Report, if relevant; and (iii) the requirement that the Third Party Supplier notify Transfer Agent of any security breaches regarding data that Transfer Agent makes available to Third Party Supplier).

Under no circumstances shall Customer Data be stored in or from any locations outside of Canada or the continental United States or its commonwealths, territories and possessions (including via remote network access). In no event, whether by itself or through any otherwise approved Third Party Supplier, shall Transfer Agent perform Services outside of Canada or the continental United States or its commonwealths, territories and possessions (including via remote network access) without the prior written consent of Customer in each instance.

II. Section 3 “Standard Services” shall be amended by inserting the following new section:

(a) Transfer Agent shall conduct such database searches to locate lost Shareholders as are required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended, without charge to the Shareholder. If a new address is so obtained in a database search for a lost Shareholder, Transfer Agent shall conduct a verification mailing and update its records for such Shareholder accordingly.

(b) Transfer Agent may facilitate the performance of a more in-depth search for the purpose of (i) locating lost Shareholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying Shareholders who are deceased (or locating the deceased Shareholder’s estate representative, heirs or other party entitled to act with respect to such

Shareholder’s account (“Authorized Representative”)), and (iii) locating Shareholders whose accounts contain an uncashed check older than 180 days, in each case using the services of Georgeson LLC (the “provider’’), an affiliate of Computershare. Such provider may compensate Transfer Agent for processing and other services that Transfer Agent provides in connection with such in-depth search, including providing Computershare a portion of its service fees.

(c) Upon locating any Shareholder (or such Shareholder’s Authorized Representative) pursuant to clause (b) above, the locating service provider shall clearly identify to such Shareholder (or such Shareholder’s Authorized Representative) all assets held in such Shareholder’s account. Such provider shall inform any such located Shareholders (or such Shareholder’s Authorized Representative) that such Shareholder (or such Shareholder’s Authorized Representative) may choose either (i) to contact Transfer Agent directly to obtain the assets in such account, at no charge other than any applicable fees to replace lost certificates, if applicable, or (ii) to use the services of such provider for a processing fee, which may not exceed 20% of the asset value of such Shareholder’s property where the registered Shareholder is living, deceased, or not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction. If Company selects a locating service provider other than one selected by Transfer Agent, then Transfer Agent shall not be responsible for the terms of any agreement between such provider and Company and additional fees may apply.

(d) Pursuant to the terms of the Agreement, Company hereby authorizes and instructs Transfer Agent to provide a Shareholder file or list of those Shareholders not located following the required Rule 17Ad-17 searches to the provider administering any in-depth shareholder location program on behalf of Transfer Agent or Company.”

III. Except as otherwise agreed to in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. Any further modifications to the Agreement must be in writing signed by the parties hereto.

IV. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures executed electronically and/or transmitted by facsimile or electronic mail (including, without limitation, electronic mailing of a PDF) shall be treated as and deemed to be original signatures for all purposes and will have the same binding effect as if they were original, signed instruments delivered in person.

IN WITNESS WHEREOF, The parties have caused this Fifth Amendment to be signed and delivered by their duly authorized officers as of the Effective Date above.

FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES
between
EACH OF THE MFS CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED HERETO
and
COMPUTERSHARE INC.
and
COMPUTERSHARE TRUST COMPANY, N.A.

This Fee and Service Schedule (“Schedule”) is by and between Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”) (collectively, “Agent”) and each of the MFS closed-end investment companies listed on Exhibit A attached hereto (collectively, the “Customer”), whereby Agent, Computershare, or Trust Company, as applicable, will perform the following services for Customer. This Schedule is an attachment to the Agreement dated December 18, 2006, by and between Agent and the Customer (“Agreement”), Terms used, but not otherwise defined in this Schedule, shall have the same meaning as those terms in the Agreement.

The fees set forth in this Schedule shall be effective for a period of three (3) years, commencing from the effective date of May 1, 2016 (“Initial Term”). Sixty (60) days before the expiration of the Renewal Term expiring on April 30, 2019, the parties to this Schedule will negotiate, in good faith, to agree upon a new fee schedule to become effective May 1, 2019.

This fee covers the administration of the services listed in Section 3, except as noted otherwise. Out-of-pocket expenses associated with providing these services will be charged separately.

Customer will be responsible for payment for the following services not specifically listed in Section 3 but related to the services listed in Section 3 of this Schedule or in the Agreement, as applicable based on usage, record retention, telephone line charges, RPO re-mails, courier services, freight, NCOA searches, exchange and broker fees, online knowledge-based authentication for Investor Center users, Investor Center PIN letters, certificate mailing, and responses to subpoenas. In addition, any other services provided by Agent at the request or with the consent of Customer, even if they are not currently reasonable foreseeable, will be paid by the Customer provided charges are reasonable and customary.

Services such as the payment of a stock dividend, a stock split, a corporate reorganization, mass issuance, or an unvested stock program; audit services; regulatory reports; services provided to a vendor of Company; services related to special meetings; Notice and Access Services; or any services associated with a special project are subject to additional fees.

Services required by legislation or regulatory fiat which become effective after the date of acceptance of this Schedule shall not be a part of the Services and may be subject to additional fees.

For billing purposes, the number of Accounts will be based on open Accounts on file at the beginning of each billing period, plus any new Accounts added during that period. An open Account shall mean the Account of each Shareholder which Account shall hold any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

Customer will be responsible for the following expenses associated with the Services listed in Section 3 of this Schedule, as applicable, charges for print/mail (paper, imaging, enclosing, envelopes, sorting, delivery/postage), eDelivery, and DTC transactions. In addition, any other expenses incurred by the Agent at the request or with the consent of the Customer, even if they are not currently reasonably foreseeable, will be reimbursed by the Customer, provided such expenses are reasonable and customary.

Postage expenses in excess of $5,000 for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $5,000 will be billed as incurred.

In WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed by one of its officers thereunto duly authorized, all as of the effective date hereof.

This Fee and Service Schedule shall serve as an attachment to the Transfer Agency and Service Agreement dated
December 18, 2006.

Master Agreement Amendments:

May 2, 2016 (approved May 2, 2016)		Amending Section 9 (Miscellaneous) to include new Forum Selection and No Third Party Beneficiary provisions)

April 4, 2017 (approved April 4, 2017)		Amending Section 3 (Administrative Services Provided by Third Parties) to include new Exhibit E (re: Battea Class Action services)

April 1, 2023 (approved March 7, 2023)		Restatement of Agreement dated August 1, 2014

Exhibit A, as revised
(also included same amendments to Attachment 1, Exhibit D prior to 2023:

February 10, 2015		Redesignation of MFS Lifetime Retirement Income Fund as MFS Lifetime Income Fund and Removal of MFS New Discovery Portfolio, MFS Utilities Portfolio, and MFS Value Portfolio

March 27, 2015		Removal of MFS Core Equity Series, MFS Investors Growth Stock Series, and MFS Research International Series

March 31, 2015		Redesignation of MFS Research Bond Fund as MFS Total Return Bond Fund

April 30, 2015		Redesignation of MFS Bond Fund as MFS Corporate Bond Fund, MFS Bond Portfolio as MFS Corporate Bond Portfolio, and MFS Research Bond Series as MFS Total Return Bond Series

July 15, 2015		Addition of MFS Blended Research Emerging Markets Equity Fund, MFS Blended Research Global Equity Fund, MFS Blended Research International Equity Fund, MFS Blended Research Growth Equity Fund, MFS Blended Research Small Cap Equity Fund, and MFS Blended Research Value Equity Fund

November 18, 2015		Removal of MFS Global Leaders Fund and MFS InterMarket Income Trust I

April 29, 2016		Redesignation of MFS Money Market Portfolio as MFS U.S. Government Money Market Portfolio

June 14, 2016		Addition of MFS Blended Research Mid Cap Equity Fund

September 13, 2016		Addition of MFS Lifetime 2060 Fund

November 30, 2016		Removal of MFS Institutional Large Cap Value Fund

October 10, 2017		Addition of MFS Prudent Investor Fund

March 29, 2018		Terminations of MFS Absolute Return Fund and MFS Global Multi-Asset Fund

June 1, 2019		Redesignation of MFS International Value Fund as MFS International Intrinsic Value Fund and MFS International Value Portfolio as MFS International Intrinsic Value Portfolio

October 25, 2019		Termination of MFS Equity Opportunities Fund

May 7, 2020		Addition of MFS International Large Cap Value Fund

August 21, 2020		Termination of MFS Blended Research Global Equity Fund

December 9, 2020		Addition of MFS Emerging Markets Equity Research Fund

April 8, 2021		Addition of MFS Municipal Intermediate Fund

April 30, 2021		Redesignation of MFS Global Bond Fund as MFS Global Opportunistic Bond Fund

July 16, 2021		Addition of MFS Lifetime 2065 Fund

October 1, 2021		Termination of MFS Tennessee Municipal Bond Fund

December 8, 2021		Addition of MFS Intrinsic Value Fund

May 4, 2022		Addition of MFS Core Bond Fund

August 5, 2022		Termination of MFS Lifetime 2020 Fund

October 24, 2022		Redesignation of MFS Institutional Trust as MFS Series Trust XVII

April 1, 2023		Updated as part of Restatement of Agreement (including adding Fee Type column, formerly Attachment 1 to Exhibit D)

February 21, 2025		Termination of MFS Prudent Investor Fund

Exhibit B, as revised:

June 1, 2019
(approved June 11, 2019)

Addition of Liquidity Risk Management Program support services

September 1, 2022 (approved March 9, 2022)		Addition of Derivatives Risk Management Program support services

April 1, 2023 (approved March 7, 2023)		Updated as part of Restatement of Agreement (minor revisions)

Exhibit C, as revised:

April 1, 2023 (approved March 7, 2023)		Updated as part of Restatement (minor revisions)

Exhibit D, as revised:

January 1, 2015 (approved February 10, 2015)		2015 Budged Fee

January 1, 2016 (approved February 9, 2016)		2016 Budgeted Fee

January 1, 2017 (approved February 7, 2017)		2017 Budgeted Fee

April 4, 2017 (approved April 4, 2017)		Adding Third Party Cost Reimbursement and related Exhibit E (Battea Class Action Services)

January 1, 2018 (approved February 13, 2018)		2018 Budgeted Fee

January 1, 2019 (approved February 12, 2019)		2019 Budgeted Fee

June 1, 2019 (approved June 11, 2019)		Addition of Liquidity Program Services and related Fee

January 1, 2020 (approved February 13, 2020)		2020 Budgeted Fee

January 1, 2021 (approved February 12, 2021)		2021 Budgeted Fee

January 1, 2022 (approved March 9, 2022)		2022 Budgeted Fee

September 1, 2022 (approved March 9, 2022)		Addition of Derivatives Risk Program Services and related Fee

January 1, 2023 (dated April 1, 2023, approved		2023 Budgeted Fee included with Restated Agreement, removal of Exhibit E (embedding content in Exhibit D), removal of Attachment 1

March 7, 2023)		(consolidating into Exhibit A)

January 1, 2024 (approved March 6, 2024)		2024 Budgeted Fee

January 1, 2025 (approved September 24, 2024)		2025 Budgeted Fee

MASTER ADMINISTRATIVE SERVICES AGREEMENT initially dated the 1st day of March, 1997, and as amended and restated as of April 1, 2023, by and among Massachusetts Financial Services Company, a Delaware corporation (the “Administrator”), and each of the funds (or trusts acting on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

WHEREAS, the Funds have entered into Investment Advisory Agreements with the Administrator (the “Advisory Agreements”) pursuant to which the Administrator provides investment advisory services to the Funds;

WHEREAS, the Funds desire to retain the Administrator to render the legal, financial administration and other administrative services required by the Funds in the manner and on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto and hereinafter set forth, the parties covenant and agree as follows:

1. Administrative Services. The Administrator shall, at its expense (subject to Sections 2 and 3 hereof), and subject always to the control of the trustees, directors or other governing body of the Funds (referred to herein as “Trustees” or the “Board”), manage, supervise and conduct all of the day-to-day and ordinary course non-investment related affairs and business of the Funds and matters incidental thereto not required to be provided by the Administrator under the Advisory Agreements (together “Administrative Services”). Exhibit B hereto lists various categories of Administrative Services to be provided by the Administrator hereunder, it being understood that such list is not exhaustive and that the Funds may require Administrative Services in addition to those specified or referenced in Exhibit B. In the performance of its duties, the Administrator will comply with the provisions of the Declaration of Trust and Bylaws of each Fund and applicable law, and shall comply with such compliance and other policies and procedures as the Trustees may adopt, approve or determine from time to time.

2. Responsibility for Charges and Expenses. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are assumed by the Funds under this Agreement and any expenses that are paid by the Funds or by a party other than the Funds on behalf of the Funds under the terms of any other agreement to which the Funds are a party or a third-party beneficiary. The Administrator further agrees to pay or cause its affiliates to pay all salaries, fees, and expenses of any officer or Trustee of the Funds who is an officer, director, or employee of the Administrator or an affiliate of the Administrator. The Administrator assumes and shall pay for maintaining its staff and personnel and shall, at its own expense, provide the equipment, office space, and facilities necessary to perform its obligations under this Agreement.

The Administrator shall not, under the terms of this Agreement, bear the categories of expenses listed on Exhibit C hereto (although the Administrator or an affiliate may bear certain of these expenses under one or more other agreements).

3. Administrative Services Provided by Third Parties. It is acknowledged and agreed that the Funds will require and bear the costs of administrative services to be provided by third parties in addition to Administrative Services which the Administrator has agreed to provide pursuant to this Agreement, such as legal services to be provided by legal counsel to the Funds and the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940) of the Funds (“Independent Trustees”), and services to be provided to the Funds by independent accountants or other auditors or consultants. It is further acknowledged and agreed that, from time to time, due to resource constraints or otherwise, the Administrator may cause or arrange for third parties to provide Administrative Services. All such third-party services shall be at the Funds’ expense and shall be paid directly by the Funds that contracted for such Administrative Services. Subject to any policies or procedures that are adopted by the Funds, the Administrator shall notify the Fund’s Board (or individual Trustee(s) at the Board’s delegation) in advance of such retention if it is expected that the retention will generate a significant expense for any Fund. ¹In addition, the Funds shall reimburse the Administrator as part of its administrative fee described in Section 5 below for the Funds’ allocable portion of the costs for services provided by third parties listed in Exhibit D that are procured by the Administrator on behalf of the Funds.

4. Maintenance of Books and Records. With respect to the provision of Administrative Services, the Administrator will preserve for each Fund that is registered as an investment company with the Securities and Exchange Commission (the “SEC”) all records required to be maintained as prescribed by the rules and regulations of the SEC in the manner and for the time periods prescribed by such rules. The Administrator agrees that all such records shall be the property and under the control of each Fund for which they are maintained and shall be made available, within five business days of any request therefore, to the Fund’s Trustees or independent accountants during regular business hours at the Administrator’s offices. In the event of termination of this Agreement for any reason, all such records shall be returned, without charge, promptly to the appropriate Fund, free from any claim or retention of rights by the Administrator, except that the Administrator may retain copies of such records.

The Administrator agrees to implement, maintain and comply in all material respects with policies and procedures (collectively, the “Information Security and Privacy Policies”)

¹The Funds/Trustees and the Administrator may from time to time develop written policies designed to delineate various administrative services and responsibilities to be provided by third party service providers to the Funds or the Independent Trustees (for which the Funds bear the associated expenses), on the one hand, and those to be provided by the Administrator at its own expense, on the other, as well as procedures to be followed by the Administrator in utilizing third party service providers on behalf of the Funds. In this regard, reference is made to the document entitled “Role of Ropes & Gray LLP as Counsel to the MFS Funds and the Independent Trustees,” as it may be amended from time to time.

reasonably designed to address the requirements of applicable state and federal laws and regulations regarding the security, protection and confidentiality of records and data of the Funds that contain personal information (“PI”) to which the Administrator is given access, including Massachusetts General Law, ch. 93H and the regulations thereunder. The Administrator agrees that the Information Security and Privacy Policies shall address: (i) administrative, technical, and physical safeguards for the protection of records and data that contain PI; (ii) detection of unauthorized access to or use of PI for unauthorized purposes; and (iii) the proper destruction of such records and data so that the information contained therein cannot be practicably read or reconstructed. The Administrator shall provide such reports to the Board or a committee thereof as may be required by the Information Security and Privacy Policies or otherwise reasonably requested.

5. Administrative Fee. Each Fund shall pay the Administrator a fee as agreed to from time to time and as set forth in Exhibit D hereto (the “Administrative Fee”). The Administrative Fee shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Administrator on the second to last business day of each calendar month. If this Agreement becomes effective or terminates before the end of any calendar month, the Administrative Fee for the period from the effective date to the end of such calendar month or from the beginning of such calendar month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

6. Non-Exclusivity. The services of the Administrator to the Funds hereunder are not to be deemed exclusive and the Administrator shall be free to render similar services to others.

7. Standard of Care. Neither the Administrator, nor any of its directors, officers, stockholders, agents or employees, shall be liable or responsible to any Fund or its shareholders for any error of judgment, mistake of law or any loss arising out of any act or omission in the performance by the Administrator of its duties under this Agreement, except for liability resulting from (a) willful misfeasance, (b) bad faith, (c) gross negligence, or (d) reckless disregard by the Administrator of its obligations and duties under this Agreement.

8. Term, Termination, Amendment and Assignment. This Agreement shall begin on the date first written above and shall continue indefinitely with respect to each Fund until terminated as follows:

(i) the Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Fund upon sixty (60) days’ written notice to the Administrator;

(ii) the Agreement may be terminated by the Administrator with respect to the Fund at any time upon sixty (60) days’ written notice to the Fund; and

(iii) if the Trustees of the Fund, including a majority of the Independent Trustees, do not specifically approve at least annually the continuance of this Agreement, then this Agreement

shall automatically terminate at the close of business on the anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later.

This Agreement may be amended at any time by a written agreement executed by each party hereto and may be assigned with respect to any Fund only with the written consent of the Fund and the Administrator. For the avoidance of doubt, the parties may amend each Exhibit to this Agreement by specifically executing an amended Exhibit or replacing such Exhibit following a duly approved amended Exhibit by the Trustees.

assets or property of the series on whose behalf the Trust has executed this Agreement. The Administrator also agrees that the obligations of each Fund hereunder shall be several and not joint nor joint and several, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affiliated, as of the date first written above.

2 The Fee Type is such that any MFS Fund of Fund (e.g., Allocation Funds, Lifetime Funds, International Diversification Fund, etc.), Central Fund (e.g., the MFS High Yield Pooled Portfolio) and MFS Institutional Money Market Portfolio (“IMM”) incur only the Fixed Fee, whereas any other Fund incurs the Fixed Fee plus the asset-based fee.

The Administrator shall ensure that the value of the Fund’s securities is computed in accordance with governing law, rules and regulations, the Fund’s governing instruments and subject to the oversight and direction of the Fund’s Trustees. The Administrator shall oversee the use of one or more external pricing services (at the separate expense of the Funds) to provide the value of a Fund’s securities, including broker/dealers, provided that the Fund’s Trustees or a committee or an individual designated by the Fund’s Trustees has approved the use of such pricing services.

The Administrator shall administer the Valuation Policies approved by the Trustees for the Fund, including the implementation and application of fair valuation methods and security valuation factors for applicable securities and other assets, including those provided by third-party service providers at the expense of the Funds, and provide such reports to the Fund’s Trustees or a committee thereof as is required by such Policies or otherwise requested.

The Administrator shall assure that the Fund’s net asset value, net income, public offering price, dividend rates and money market yields, if applicable, and other investment performance quotations are calculated in a manner and at such time or times as the Fund shall direct and in accordance with governing law, rules and regulations and the Fund’s governing instruments and subject to the oversight and direction of the Fund’s Trustees. The Administrator will oversee the computation of the net asset value and public offering price as calculated by service providers of the Funds.

materials for board meetings and in connection with the renewal of investment advisory and distribution contracts;

Applicable laws regulate numerous aspects of the Fund’s business, including such matters as the Fund’s: prospectus disclosure; investment activities; affiliated transactions; investment in senior securities; sales, redemptions and exchanges; distribution of income and capital gains; distribution of Fund shares; board composition; code of ethics; fidelity bond; custodial services; and investment advisory and distribution contracts. The Administrator will provide the Fund with legal guidance with respect to these matters and to the general application of securities laws and regulations to the Fund’s business.

Procure legal guidance with respect to the application of tax rules to the Fund and analysis from a tax perspective new types of securities, investment practices and investment products or practices as may be appropriate for the Fund (it being understood that such legal guidance and analysis provided by third-parties will be at the expense of the Fund).

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee at an agreed-upon fixed amount based on budgeted total costs to MFS of providing Administrative Services defined herein for the Contract Period (the “Annual Fee”) which include the following, subject to any adjustments as described herein:

MFS shall use the method presented to the Board (typically at the March Board Meeting in connection with the proposal for the annual budget of Total Allocable Costs for the then-current calendar year as described below), as such methodology is amended from time to time by agreement between the Administrator and the Board, to allocate expenses of the Participating Departments for these purposes.

In connection with each Contract Period (typically at the March Board Meeting), the Administrator shall provide to the Board or a Committee of the Board:

The Board and/or Committee and the Administrator shall, based on this presentation and related discussions, agree upon a dollar amount representing Annual Fee for the applicable Contract Period.

The Annual Fee shall be allocated among the Funds and paid by the Funds in accordance with the methodology described below.

(i) Fixed Fee: Regardless of asset size, unless otherwise noted in Exhibit A of the Agreement, each Fund shall pay an annual fee to the Administrator in the amount of $17,500 (the “Fixed Fee”). If during the Contract Period a Fund either joins the Agreement pursuant to Section 9(d) or terminates pursuant to Section 8, a pro rata fixed fee will be charged for the portion of the calendar year that the Fund is a party to this Agreement.

(ii) Asset-Based Fee: In addition to the Fixed Fee, each Fund whose “Fee Type” includes an “asset based fee” in Exhibit A to the Agreement (as is may be amended), shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 million up to $4.25 billion, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably

calibrated to pay the Administrator the Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment, and shall also be adjusted from time to reflect any changes to the Annual Fee based on comparisons of estimated versus actual Total Allocable Costs during a Contract Period as described above.

If during a Contract Period, Funds are either added to the Agreement pursuant to Section 9(d) or terminate and are no longer subject to the Agreement pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the then remaining Funds under the Agreement will continue to be reasonably calibrated to pay the Administrator the Annual Fee, as it may be adjusted, for the applicable Contract Period.

CLOSED-END FUND OVERSIGHT AGREEMENT effective the 1st day of January, 2007, and the 15^th day of February, 2011, by and among MFS Service Center, Inc., a Delaware corporation (the “Administrator”), and each of the closed-end funds identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

WHEREAS, the Funds have engaged Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the Funds pursuant to that certain Transfer Agency and Service Agreement dated as of December 18, 2006 by and among the Funds, Computershare and Computershare Shareholder Services, Inc. (“CSS”) (the “TA Agreement”) pursuant to which Computershare provides transfer agency services to the Funds and CSS acts as the agent for the Funds’ dividend reinvestment plans;

WHEREAS, the Funds desire to retain the Administrator to provide oversight services with respect to the performance by Computershare and CSS of their respective obligations to the Funds under the TA Agreement in the manner and on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto and hereinafter set forth, the parties covenant and agree as follows:

1. Oversight Services. The Administrator shall, at its expense (subject to Sections 2 and 3 hereof), and subject always to the control of the trustees, directors or other governing body of the Funds (referred to herein as “Trustees’’), oversee the performance by Computershare and CSS of their respective obligations to the Funds under the TA Agreement (the “Oversight Services”). Exhibit B hereto lists the Oversight Services to be provided by the Administrator hereunder. If there occurs a material change in the level of oversight required by the Funds in the future necessitating a material increase or decrease the types or quantities of Oversight Services required by the Funds, the Funds and the Administrator shall negotiate in good faith an adjustment to the Oversight Fee payable under Section 6 hereof.

2. Responsibility for Charges and Expenses. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are assumed by the Funds under this Agreement and any expenses that are paid by the Funds or by a party other than the Funds on behalf of the Funds under the terms of any other agreement to which the Funds are a party or a third-party beneficiary. The Administrator assumes and shall pay for maintaining its staff and personnel and shall, at its own expense, provide the equipment, office space, and facilities necessary to perform its obligations under this Agreement.

3. Services Provided by Third Parties. It is acknowledged and agreed that the Funds shall remain obligated to bear all costs incurred by the Funds pursuant to the TA Agreement (including all per account fees and out-of-pocket expenses) and that the Administrator shall not be obligated for any such costs.

4. Maintenance of Books and Records. It is acknowledged and agreed that (a) the Administrator shall have no obligation to preserve for each Fund that is registered as an investment company with the Securities and Exchange Commission (the “SEC”) any records required to be maintained as prescribed by the rules and regulations of the SEC and (b) such record keeping obligations are the sole responsibility of Computershare and CSS pursuant to the terms of the TA Agreement.

5. Information Security and Privacy Policies. The Administrator agrees to implement, maintain and comply in all material respects with policies and procedures (collectively, the “Information Security and Privacy Policies”) reasonably designed to address the requirements of applicable state and federal laws and regulations regarding the security, protection and confidentiality of records and data of the MFS Funds that contain personal information (“PI”) to which the Administrator is given access, including Massachusetts General Law, ch. 93H and the regulations thereunder. The Administrator agrees that the Information Security and Privacy Policies shall address: (i) administrative, technical, and physical safeguards for the protection of records and data that contain PI; (ii) detection of unauthorized access to or use of PI for unauthorized purposes; and (iii) the proper destruction of such records and data so that the information contained therein cannot be practicably read or reconstructed. The Administrator shall provide such reports to the Trustees of the Fund or a committee thereof as may be required by the lnformation Security and Privacy Policies or otherwise reasonably requested.

6. Oversight Fee. Each Fund shall pay the Administrator a fee as agreed to from time to time and as set forth in Exhibit C hereto (the “Oversight Fee”). The Oversight Fee shall be accrued on the first day of each calendar month and shall be paid monthly to the Administrator on the second to last business day of each calendar month. If this Agreement becomes effective or terminates before the end of any calendar month, the Oversight Fee for the period from the effective date to the end of such calendar month or from the beginning of such calendar month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

7. Non-Exclusivity. The services of the Administrator to the Funds hereunder are not to be deemed exclusive and the Administrator shall be free to render similar services to others.

8. Standard of Care. Neither the Administrator, nor any of its directors, officers, stockholders, agents or employees, shall be liable or responsible to any Fund or its shareholders for any error of judgment, mistake of law or any loss arising out of any act or omission in the performance by the Administrator of its duties under this Agreement, except for liability resulting from (a) willful misfeasance, (b) bad faith, (c) gross negligence, or (d) reckless disregard by the Administrator of its obligations and duties under this Agreement.

9. Term, Termination, Amendment and Assignment. This Agreement shall begin on the date first written above and shall continue indefinitely with respect to each Fund until terminated as follows:

(i) the Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Fund upon sixty (60) days’ written notice to the Administrator;

(ii) the Agreement may be terminated by the Administrator with respect to any Fund at any time upon sixty (60) days’ written notice to the Fund; and

(iii) if the Trustees of the Fund, including a majority of the Independent Trustees, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later.

Massachusetts. The Administrator acknowledges that the obligations of or arising out of this Agreement are not binding upon any of a 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 thereunder and hereunder. If this Agreement is executed by a Trust on behalf of one or more series of the Trust, the Administrator further acknowledges 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 Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this Agreement. The Administrator also agrees that the obligations of each Fund hereunder shall be separate and not joint nor joint and several, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affiliated, as of the date first written above.

In return for the Oversight Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator an aggregate annual fee of $118,407 for calendar year 2024, such fee to be allocated to each Fund based on the number of open accounts in such Fund.

This Form N-PORT and Form N-CEN Services Agreement (“Agreement”) dated and effective as of June 1, 2018, is by and among State Street Bank and Trust Company, a Massachusetts Trust Company (the “Service Provider”), and each of the entities identified on Schedule A hereto, as amended from time to time pursuant hereto, acting on behalf of itself or, in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A (each a “Fund” and collectively the “Funds”).

WHEREAS, each Fund is either (i) an open-end management investment company that is or may be organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets, or (ii) a closed-end management investment company, and is registered with the U.S. Securities and Exchange Commission (“SEC”) by means of a registration statement (“Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Service Provider currently performs custody and fund accounting services for the Funds and, in the case of certain of the Funds, Service Provider also serves as such Funds’ securities lending agent; and

WHEREAS, each Fund desires to retain the Service Provider to furnish certain additional services to the Funds, and the Service Provider is willing to furnish such services, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

Each Fund hereby appoints the Service Provider to act as a service provider to such Fund for purposes of providing certain services as set forth in this Agreement. The Service Provider accepts such appointment and agrees to render the services stated herein.

Each Fund, as applicable, currently consists of its portfolios as listed in Schedule A to this Agreement (each, a “Portfolio”). In the event that a Fund establishes one or more additional Portfolio(s) with respect to which it wishes to retain the Service Provider to act as service provider hereunder, the Fund shall notify the Service Provider in writing. Upon written acceptance by the Service Provider, such Portfolio(s) shall become subject to the provisions of this Agreement to the same extent as the existing Portfolio(s), except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Portfolio in writing by the Fund and the Service Provider at the time of the addition of such Portfolio.

Each Fund will promptly deliver or make publicly available to the Service Provider such certificates, documents or opinions which the Service Provider may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.

Each Fund hereby severally and not jointly represents and warrants to the Service Provider that:

The Service Provider shall provide the services as listed on Schedule B, subject to the authorization and direction of the Funds.

The Service Provider shall perform such other services for the Funds that are mutually agreed to in writing by the parties from time to time, for which the Funds will pay such fees as may be mutually agreed upon, including the Service Provider’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.

The Service Provider shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.

The Service Provider shall be entitled to reasonable compensation for its services and expenses, as agreed upon from time to time in writing between the Fund on behalf of each applicable Portfolio and the Service Provider.

Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Service Provider. For the avoidance of doubt, Fund expenses not assumed by the Service Provider include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT, (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN, (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Service Provider under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Service Provider; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs of Preparation, printing, distribution and mailing, as applicable, of the Funds’ Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Funds’ tax returns, Form N-lA, Form N-CSR, Form N-Q or Form N-PORT, (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN, (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ net asset value.

At any time, the Service Provider may apply to any officer of a Fund or his or her designee for instructions with respect to any matter arising in connection with the services to be performed by the Service Provider under this Agreement. The Service Provider shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided, however, with respect to the performance of any action or omission of any action upon such advice, the Service Provider shall be required to conform to the standard of care set forth in Section 8.

Pursuant to other agreements now or any time in effect between the Funds (or any of their investment managers or investment advisors, on their behalf) and State Street Bank and Trust Company or its affiliates (the “Other State Street Agreements”) in any capacity other than as Service Provider hereunder (in such other capacities, “State Street”), State Street may be in possession of certain information and data relating to the Funds that is necessary to provide the Services, including Form N-PORT and Form N-CEN Support Services. Each of the Funds hereby acknowledges and agrees that this Section 7 of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, under and pursuant to such Other State Street Agreements for State Street to provide or otherwise make available (including via platforms such as my.statestreet.com) to the Service Provider, Fund information such as net asset values and information relating to the net assets of the Funds, holdings and liquidity reports, market value and other information and data related to the Funds.

The Service Provider shall not be liable, and shall be indemnified by each Fund, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons, provided, however, with respect to the performance of any action or omission of any action upon such instructions or advice or upon any such paper or document, the Service Provider shall be required to conform to the standard of care set forth in Section 8. The Service Provider shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). Nothing in this section shall be construed as imposing upon the Service Provider any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

The Service Provider shall be responsible for the performance only of such duties as are set forth in this Agreement and shall exercise diligence, prudence and reasonable care in carrying out all of its duties and obligations under this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers, including administrators to the Funds. The Service Provider shall have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Service Provider’s duties hereunder in reliance upon records that were maintained for any Fund by entities other than the Service Provider prior to the Service Provider’s appointment as a service provider for the Funds.

The Service Provider shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Service Provider, its officers or employees in the performance of Service Provider’s duties hereunder.

Neither party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of

whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Service Provider’s cumulative liability for each calendar year (a “Liability Period”) with respect to any Fund under this Agreement regardless of the form of action or legal theory shall be limited to an amount not to exceed the Service Provider’s total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of such Fund as a regulated investment company or any liability relating to the Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to the Liability Period in which the event(s) giving rise to the Service Provider’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the cumulative liability of the Service Provider for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2019, calculated on an annualized basis.

The Service Provider shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.

Each Fund severally (and not jointly nor jointly and severally) agrees to indemnify and hold the Service Provider and its directors, officers, employees and agents harmless from all direct loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Service Provider resulting from any action or omission by such Fund in the performance of its duties hereunder, or as a result of the Service Provider acting upon any instructions reasonably believed by it to have been duly authorized by such Fund or upon reasonable reliance on information or records given or made by such Fund or its investment adviser, provided that this indemnification shall not apply to loss, damage, expense or attorneys’ fees occasioned by or resulting from the negligence, misfeasance or misconduct of the Service Provider.

The limitation of liability and indemnification contained herein shall survive the termination of this Agreement and the resignation or removal of the Service Provider.

All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. The Receiving Party shall maintain policies and procedures reasonably designed to keep confidential information confidential and safeguard it from unauthorized access, use or disclosure. Service Provider agrees that it will maintain and enforce policies that prohibit Service Provider and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of any Fund. Subject to Section 10 below, all

confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 10 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Service Provider or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Service Provider (which term for purposes of this Section 10 includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding any Fund or Portfolio and share such information with its Affiliates, and agents in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Fund and the Service Provider or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

(b) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Service Provider and its Affiliates under this Agreement and applicable law. The Service Provider shall cause any Affiliate or agent to which it has disclosed data or information pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

Each Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it.

In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Service Provider agrees that all records which it maintains for each Fund shall at all times remain the property of each Fund, shall be readily accessible during normal business hours, and shall be

promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Service Provider further agrees that all records that it maintains for each Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Service Provider. Subject to Section 6 hereof, in the event that the Service Provider is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of such Fund by state or federal regulatory agencies, to produce the records of the Fund relating to the service provided by Service Provider hereunder or the Service Provider’s personnel as witnesses or deponents in connection with a matter relating to the services provided by Service Provider hereunder, such Fund agrees to pay the Service Provider for the reasonable time and expenses, as well as the reasonable fees and expenses of the Service Provider’s counsel, incurred in such production.

The services of the Service Provider are not to be deemed exclusive, and the Service Provider shall be free to render similar services to others. The Service Provider shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by each Fund from time to time, have no authority to act or represent the Funds in any way or otherwise be deemed an agent of any Fund.

(A) This Agreement shall remain in full force and effect for an initial term ending December 31, 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter during any Renewal Term, either party, at its discretion, may terminate this Agreement in the event of any of the following termination events: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, in each case within 30 days’ written notice thereof, or (ii) in a party’s reasonable belief, the other party is insolvent, as evidenced by its filing of a petition for bankruptcy relief, or the appointment of a conservator or receiver for the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to all the Funds or any Fund, the Funds or applicable Fund, as the case may be, shall pay Service Provider its compensation due through the end of the notice period under this Section 13(A) and shall reimburse Service Provider for its costs, expenses and disbursements consistent with Section 6 hereof.

(B) In the event of: (i) a Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Service Provider

is not retained to continue providing services hereunder to a Fund or a Portfolio (or its respective successor), such Fund or the applicable Portfolio shall pay the Service Provider its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Service Provider with respect to such Fund or Portfolio) and shall reimburse the Service Provider for its costs, expenses and disbursements consistent with Section 6 hereof. Upon receipt of such payment and reimbursement, the Service Provider will deliver such Fund’s or Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Section 13(B) in the event of any of the occurrences enumerated in the following clauses (a), (b) and (c) of this Section 13(B). This Agreement may be terminated by one or more Funds or Portfolios (but less than all of the Funds and Portfolios) by delivery by a Fund and/or Portfolio to the Service Provider of an executed amendment to the agreement amending Schedule A deleting such Fund and/or Portfolio, in which case termination as to such deleted Fund or Portfolio shall take effect upon the date of such event described in (a), (b) or (c): (a) the liquidation or dissolution of a Fund and/or Portfolio and distribution of such Fund’s and/or Portfolio(s)’ assets as a result the Board’s determination in its reasonable business judgment that such Fund or Portfolio is no longer viable, (b) the merger of a Fund and/or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity. In the event of a termination pursuant to this section (B), such terminating Fund and/or Portfolio shall pay Service Provider its compensation due through the applicable termination date and shall reimburse Service Provider for its costs, expenses and disbursements consistent with Section 6 hereof.

(C) Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

The Service Provider shall retain the right to employ agents, subcontractors, consultants and other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the services stated herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of the Trust. The Service Provider shall be responsible for the acts and omissions of any such Delegate so employed as if the Service Provider had committed such acts and omissions itself. The Service Provider shall be responsible for the compensation of its Delegates.

In connection with the operation of this Agreement, the Service Provider and each Fund on behalf of each of its Portfolio(s), as applicable, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of all of any Fund’s Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of the Agreement.

Any notice, instruction or other instrument required to be given hereunder will be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following address or such other address as may be notified by any party from time to time:

This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

This Agreement may not be assigned by (a) a Fund without the written consent of the Service Provider or (b) the Service Provider without the written consent of the applicable Fund, except that the Service Provider may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Service Provider.

This Agreement shall be binding on and shall inure to the benefit of each Fund and the Service Provider and their respective successors and permitted assigns.

The Service Provider shall implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of each Fund’s shareholders, employees, directors and/or officers that the Service Provider receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise or any other right or remedy. Any waiver must be in writing signed by the waiving party.

If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws rules.

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

A copy of the Amended and Restated Declaration of Trust or other organizational document of each Fund that is organized as a Massachusetts business trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the trustees of such Fund as trustees and not individually and that the obligations of such Fund under this Agreement are not binding upon any of the trustees, officers or shareholders of such Fund individually, but are binding only upon the assets and property of such Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

Fund Administration Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Support Services” or the “Services”)

The Form N-PORT Services will be provided to each Fund and portfolio of the Funds (“Portfolio”) as set forth in the attached Annex 1, which shall be executed by the Service Provider and the Fund. The Form N-CEN Services will be provided to each Fund as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of a Fund and by virtue of an updated Annex 1 that is signed by the parties.

relevant Fund Form N-PORT filing that is submitted electronically to the SEC in connection with the Form N-PORT and Form N-CEN Support Services provided under this Schedule B6.

The Quarterly Portfolio of Investments Services (FILING-ONLY) will be provided each Fund and Portfolio as set forth in the attached Annex 1, which shall be executed by the Service Provider and the Funds.

The provision of the Services to each Fund by the Service Provider is subject to the following terms and conditions:

The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning each Fund or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which such Fund or its affiliates provide services or is otherwise associated (“Fund Entities”) that is generated or aggregated by the Service Provider or its affiliates in connection with services performed on such Fund’s behalf or otherwise prepared by the Service Provider (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). The Service Provider’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by a Fund shall be as provided in such respective other agreements between the Service Provider or its affiliates and such Fund relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Fund Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify the Service Provider’s or its affiliates’ obligations to any Fund under applicable Other Fund Agreements.

In connection with the provision of the Services by the Service Provider, each Fund acknowledges and agrees that it will be responsible for providing the Service Provider with any information requested by the Service Provider, including, but not limited to, the following:

(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to the Service Provider, in formats compatible with Service Provider-provided data templates including, without limitation, Required Data and the information and assumptions required by the Service Provider in connection with a Fund reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by the Service Provider, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by the Service Provider for such purposes from time to time, for all Funds

receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by each Fund), including, without limitation, arranging for the provision of data from each Fund, its affiliates, third party Service Providers, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to the Service Provider (or any of its affiliates) in its capacity as custodian, fund accounting agent or securities lending agent to one or more Funds, the Service Provider and each Fund will agree on the scope of the information to be extracted from the Service Provider’s or any of its affiliate’s systems for purposes of the Service Provider’s provision of the Services, subject to the discretion of the Service Provider, and the Service Provider is hereby expressly authorized to use any such information as necessary in connection with providing the Services, hereunder; and

(B) Providing all required information and assumptions not otherwise included in Fund data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for the Service Provider to provide the Services.

The following are examples of certain types of information that each Fund is likely to be required to provide pursuant to Sections l(A) and l(B) above, and each Fund hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:

2. Each Fund acknowledges that it has provided to the Service Provider all material assumptions used by the Fund or that are expected to be used by the Fund in connection with the completion of Form N-PORT and Form N-CEN, and that it has approved all material assumptions used by the Service Provider in the provision of the Services prior to the first use of the Services. Each Fund will also be responsible for promptly notifying the Service Provider of any changes in any such material assumptions previously notified to the Service Provider by the Fund or otherwise previously approved by the Fund in connection with the Service Provider’s provision of the Services. Each Fund acknowledges that the completion of Form N-PORT and Form N-CEN, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:

Each Fund hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Fund (and/or the Service Provider on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.

(A) Each Fund has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and the Fund has determined that the Services are suitable for its purposes. None of the Service Provider or its affiliates, nor their respective officers, directors, employees, representatives, or agents (collectively, including the Service Provider, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise.

(B) The Service Provider is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and the Service Provider is not providing any customization, guidance, or recommendations. Where the Fund uses Services to comply with any law, regulation, agreement, or other Fund obligation, the Service Provider makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and the Service Provider has no obligation of compliance with respect thereto.

(C) Each Fund may use the Services and any reports, charts, graphs, data, analyses and other results generated by the Service Provider in connection with the Services and provided by the Service Provider to the Fund (“Materials”) (a) for the internal business purpose of such Fund relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update, including any Portfolio of Investments, if applicable. Each Fund may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with the Fund (each a “Permitted Person”); provided, however, (i) no Fund may charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent the relevant Fund has separate license rights with respect to the use of such Third Party Data, or (iii) no Fund may use the Services or Materials in any way to compete or enable any third party to compete with the Service Provider. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.

Except as expressly provided in this Section 3(C), each Fund, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the Fund or any Permitted Persons (collectively, including the Fund, “Fund Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent such Fund has separate license rights with respect to the use of such Third Party Data). Without limitation, Fund Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.

(D) Each Fund shall limit the access and use of the Services and the Materials by any Fund Parties to a need-to-know basis and, in connection with its obligations under this Agreement, the Fund shall be responsible and liable for all acts and omissions of any of its Fund Parties.

(E) The Services, the Materials and all confidential information of the Service Provider (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of the Service Provider. Each Fund agrees it has no rights or interests with respect to all or any part of the Services, the Materials or the Service Provider’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Fund automatically and irrevocably assigns to the Service Provider any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or the Service Provider’s confidential information, including, for the avoidance of doubt and without limitation, any Fund Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with the Service Provider (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate any Fund.

(F) The Service Provider may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.

(G) The parties acknowledge and agree that Section 8 of the Agreement applies to the provision of the Services under this Schedule B6.

Further to the Services Agreement, dated and effective as of June 1, 2018 (the “Agreement”), by and between State Street Bank and Trust Company, a Massachusetts Trust Company (the “Service Provider”), and each investment company identified on Schedule A thereto, as amended from time to time pursuant thereto (each such management investment company, a “Fund”), the Funds and the Service Provider mutually agree to update this Annex 1 by adding/removing Funds and/or Portfolios as applicable:

IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.

The undersigned, Trustees of MFS Multimarket Income Trust (the “Registrant”), hereby severally constitute and appoint Heidi W. Hardin, Christopher R. Bohane, Brian E. Langenfeld, Amanda Mooradian, Matthew Stowe, Susan A. Pereira, and William Wilson, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, the Registration Statement on Form N-14 with respect to the proposed transfer of all of the assets of i) MFS Charter Income Trust, ii) MFS Intermediate High Income Fund, iii) MFS Government Markets Income Trust, and iv) MFS Intermediate Income Trust (together, the “Target Funds”), to MFS Multimarket Income Trust, in exchange solely for the assumption of certain identified liabilities of the Target Funds and the issuance to the Target Funds of shares of beneficial interest in MFS Multimarket Income Trust (the “Reorganization”), and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the shares issued in the Reorganization by the Registrant under the Securities Act of 1933, granting unto said attorneys, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 11^th day of December, 2025.

The undersigned, being the President and Principal Executive Officer, and Treasurer and Principal Financial and Accounting Officer, respectively, of MFS Multimarket Income Trust (the “Registrant”), hereby severally constitute and appoint Heidi W. Hardin, Christopher R. Bohane, Brian E. Langenfeld, Amanda Mooradian, Matthew Stowe, Susan A. Pereira, and William Wilson, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, the Registration Statement on Form N-14 with respect to the proposed transfer of all of the assets of i) MFS Charter Income Trust, ii) MFS Intermediate High Income Fund, iii) MFS Government Markets Income Trust, and iv) MFS Intermediate Income Trust (together, the “Target Funds”), to MFS Multimarket Income Trust, in exchange solely for the assumption of certain identified liabilities of the Target Funds and the issuance to the Target Funds of shares of beneficial interest in MFS Multimarket Income Trust (the “Reorganization”), and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the shares issued in the Reorganization by the Registrant under the Securities Act of 1933, granting unto said attorneys, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 11^th day of December, 2025.

		borne by such shareholders, including that it is expected that the management fee rate for the Combined Fund (with change in management) would be higher than that of the current management fee rate for each Target Fund and the Acquiring Fund on the basis of net assets and managed assets (see “Comparison of Fees and Expenses”);]

	•	alternatives to the Reorganizations, including continuing to operate each Target Fund separately, and the potential benefits and costs related thereto;

	•	the potential premium/discount to NAV of the Combined Fund as compared to each Target Fund’s NAV;

	•	the potential for improved secondary market trading of the larger Combined Fund;

	•	the anticipated tax-free nature of the exchange of shares in the Reorganizations and other expected U.S. federal income tax consequences of the Reorganizations, including the potential effects on each Target Fund’s capital loss carryforwards, and the effects on each Target Fund’s undistributed net investment income and capital gains, if any;

	•	that MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the Special Meetings (other than any brokerage commissions or other portfolio transaction costs, including those associated with transferring certain assets to the Acquiring Fund and repositioning costs);

	•	the terms of the Reorganization and whether the Reorganization would dilute the interests of shareholders of each Target Fund;

	•	the effect of the Reorganization on shareholder rights; and

	•	any potential benefits of the Reorganizations to MFS and its affiliates.

	MCR	CIF	MGF	MIN	MMT	Pro Forma Combined (with no change in management)¹	Pro Forma Combined (with change in management)²
For the period ended:	5/31/2025^	5/31/2025^	5/31/2025^	10/31/2025	10/31/2025	10/31/2025	10/31/2025
Total Annual Expenses	2.64%	3.83%	0.80%	0.73%	2.86%	1.89%	1.88%
Total Annual Fund Operating Expenses³	0.79%	1.34%	0.80%	0.73%	0.99%	0.88%	0.87%

Target Fund	Estimated Percentage of Target Fund’s Portfolio to be Sold in Advance of the Reorganization	Estimated Repositioning Costs	Estimated Repositioning Costs per Share
CIF	0.00%	$0.00	$0.00
MCR	1.96%	$19,226.90	$0.00
MGF	2.74%	$1,940.00	$0.00
MIN	0.35%	$2,717.50	$0.00

Fund	Estimated Capital Gains/(Losses)	Estimated Capital Gains/(Losses) per Share
CIF	$(2,025)	$0.000
MCR	$178,313	$0.004
MGF	$18,501	$0.001
MIN	$183,188	$0.002
MMT	$431,725	$0.008

Acquiring Fund	The Acquiring Fund normally invests at least 80% of its assets in fixed income securities.
CIF	CIF normally invests at least 80% of its net assets, including borrowings for investment purposes, in high income debt instruments.
MCR	MCR normally invests its assets primarily in debt instruments.
MGF	MGF normally invests at least 80% of its net assets, including borrowings for investment purposes, in U.S. and foreign government securities.
MIN	MIN normally invests its assets primarily in debt instruments.

	•	each Target Fund’s investment objectives, strategies and policies, investment restrictions, and investment risks compared to those of the Combined Fund, as described herein under “COMPARISON OF THE FUNDS;”

	•	the continuity of the overall investment strategy of each Target Fund in light of the substantially similar investment objectives and substantially similar or similar principal investment strategies of each Target Fund and the Acquiring Fund;

	•	the potential benefits of investing in a significantly larger fund, including the potential for improved economies of scale, enhanced trading and investment efficiencies, and operating and administrative efficiencies;

	•	the performance track record of each of the Target Funds and the Acquiring Fund and the potential for improved long-term performance of an investment in the Combined Fund, recognizing that no assurances can be given that the Acquiring Fund or Combined Fund will achieve any particular level of performance after the Reorganizations and Transaction;

	•	[the operating expenses that shareholders of each Target Fund and Acquiring Fund are expected to experience as shareholders of the Combined Fund after the Reorganizations relative to the operating expenses currently

	•	the experience and history of Aberdeen in managing closed-end funds and the experience and qualifications of the proposed portfolio management team of Aberdeen that will manage the Combined Fund, subject to the approval of the Acquiring Fund’s shareholders;

	•	the potential effects of the Reorganizations on the distributions of the Target Funds, including Aberdeen’s proposal to increase the annual distribution rate of the Combined Fund, which would be higher than each Target Fund’s current managed distribution rate;

	•	[with respect to the Acquiring Fund and each Target Fund except MCR, the potential for a total expense ratio on the basis of managed assets (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs) that is the same as or lower than such Fund’s annualized total expense ratio for the period ended May 31, 2025 (with respect to CIF and MGF) or October 31, 2025 (with respect to MIN and the Acquiring Fund) (assuming Aberdeen is appointed as investment adviser to the Combined Fund);] further, in respect of MCR, notwithstanding the increase in the total expense ratio anticipated for the Fund in connection with the Reorganizations, the total expense ratio following the Reorganization (after giving effect to fee waivers and/or expense reimbursements, and excluding leverage costs) is anticipated to be below the expense group median for comparable funds identified by Broadridge Solutions, Inc.;

	•	Aberdeen’s agreement to limit the total operating expenses of the Combined Fund for a period of at least two years from the date on which Aberdeen begins managing the Fund (assuming Aberdeen is appointed as investment adviser to the Combined Fund); and

	•	[MFS’s and Aberdeen’s representations that the Reorganizations and Transaction are not expected to result in a diminution in the level or quality of services that shareholders of the Target Funds and/or the Acquiring Fund currently receive, and that shareholders of the Combined Fund will receive a comparable level and quality of services following the Transaction compared to the services they currently receive as shareholders of the Target Funds and/or the Acquiring Fund].

Fund	Contractual Management Fee (Annual)
Acquiring Fund	0.32% of average daily net assets plus 5.40% of gross income¹
CIF	0.65% of average daily net assetsplus20% of leverage income²
MCR	0.32% of average daily net assetsplus 4.57 of gross income¹
MGF	0.32% of average daily net assetsplus 5.33 of gross income¹ (reduced to 0.85% of average daily net assets pursuant to an agreement with MFS)
MIN	0.32% of average daily net assetsplus 5.65 of gross income¹ (reduced to 0.85% of average daily net assets pursuant to an agreement with MFS)

Fund	Total Fund Operating Expense Limitation (annual)	Expiration Date of Expense Limitation (unless extended)
CIF	1.34% of average daily net assets¹	November 30, 2027
MGF	0.80% of average daily net assets¹	November 30, 2027

¹	Assumes MFS remains investment adviser to the Combined Fund
²	Assumes Aberdeen is appointed investment adviser to the Combined Fund
³	Excludes Interest Payments on Borrowed Funds, net of fee waiver (if applicable)
^{^}	Annualized

Target Fund	Estimated Total Repositioning Costs	Estimated Total Repositioning Costs Per Share
CIF	$0.00	$0.00
MCR	$19,226.90	$0.00
MGF	$1,940.00	$0.00
MIN	$2,717.50	$0.00

	●	the Statement of Additional Information, dated [  ], 2026, relating to this Joint Proxy Statement/Prospectus;

	●	The unaudited financial statements contained in the N-CSRS of the Acquiring Fund for the reporting period ended April 30, 2025 (Investment Company Act File No. 811-04975; Accession Number 0001683863-25-005367);

	●	The report of the Independent Registered Public Accounting Firm and the audited financial statements contained in the N-CSR of the Acquiring Fund for the fiscal period ended October 31, 2024 (Investment Company Act File No. 811-04975; Accession Number 0001683863-24-009556);

	●	The unaudited financial statements contained in the N-CSRS of MIN for the reporting period ended April 30, 2025 (Investment Company Act File No. 811-05440; Accession Number 0001683863-25-005366);

	●	The report of the Independent Registered Public Accounting Firm and the audited financial statements contained in the N-CSR of MIN for the fiscal period ended October 31, 2024 (Investment Company Act File No. 811-05440; Accession Number 0001683863-24-009555);

	●	The unaudited financial statements contained in the N-CSRS of CIF for the reporting period ended May 31, 2025 (Investment Company Act File No. 811-05567; Accession Number 0001683863-25-006222);

	●	The report of the Independent Registered Public Accounting Firm and the audited financial statements contained in the N-CSR of CIF for the fiscal period ended November 30, 2024 (Investment Company Act File No. 811-05567; Accession Number 0001683863-25-000338);

	●	The unaudited financial statements contained in the N-CSRS of MCR for the reporting period ended May 31, 2025 (Investment Company Act File No. 811-05822; Accession Number 0001683863-25-006219);

	●	The report of the Independent Registered Public Accounting Firm and the audited financial statements contained in the N-CSR of MCR for the fiscal period ended November 30, 2024 (Investment Company Act File No. 811-05822; Accession Number 0001683863-25-000337);

	●	The unaudited financial statements contained in the N-CSRS of MGF for the reporting period ended May 31, 2025 (Investment Company Act File No. 811-05078; Accession Number 0001683863-25-006224);

	●	The report of the Independent Registered Public Accounting Firm and the audited financial statements contained in the N-CSR of MGF for the fiscal period ended November 30, 2024 (Investment Company Act File No. 811-05078; Accession Number 0001683863-25-000336).

SYNOPSIS	6
COMPARISON OF THE FUNDS	8
RISK FACTORS AND SPECIAL CONSIDERATIONS	15
REASONS FOR THE REORGANIZATIONS	22
MANAGEMENT OF THE FUNDS	25
LEGAL PROCEEDINGS	33
CAPITALIZATION	33
ADDITIONAL INFORMATION ABOUT THE COMMON SHARES OF THE FUNDS	33
DIVIDENDS AND DISTRIBUTIONS	36
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN	36
ADDITIONAL INFORMATION ABOUT THE FUNDS AND COMPARISON OF CERTAIN RIGHTS OF SHAREHOLDERS	37
APPRAISAL RIGHTS	40
FINANCIAL HIGHLIGHTS	40
INFORMATION ABOUT THE REORGANIZATIONS	44
REORGANIZATION CONTINGENCIES AND REORGANIZATION COMBINATIONS	45
TERMS OF THE REORGANIZATION AGREEMENTS	46
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS	48
VOTING INFORMATION AND REQUIREMENTS	52
SHAREHOLDER INFORMATION	53
SHAREHOLDER PROPOSALS	55
SOLICITATION OF PROXIES	55
OTHER INFORMATION	55
APPENDIX A: INFORMATION ABOUT THE INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND AND THE TARGET FUNDS	A-1
APPENDIX B: POTENTIAL REORGANIZATION COMBINATIONS	B-1

Fund	Managed Distribution Rate
Acquiring Fund	8.00%
MCR	8.00%
MGF	7.25%
CIF	9.50%
MIN	8.50%

	(1)	Pursuant to their current investment advisory agreements, CIF, MCR, MGF, MIN and MMT each pay MFS a management fee that is computed daily and paid monthly at an annual rate of 0.65%, 0.32%, 0.32%, 0.32% and 0.34%, respectively, of their average daily net assets. CIF also pays MFS a monthly fee equal to 20% of CIF’s leverage income after deducting the expenses of leveraging (“net leverage income”); provided, however, if CIF’s net leverage income is less than zero, MFS will reduce its management fee by an amount equivalent to the percentage indicated of CIF’s net leverage income. MCR also pays MFS 4.57% of MCR’s gross income less interest expense from leveraging. MGF, MIN, and MMT each also pay MFS 5.33%, 5.65%, and 5.40%, respectively. of their gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from a fund’s investment income reported in its annual financial report. MMT’s existing investment advisory agreement will remain in place (1) if the applicable Reorganizations do not occur or (2) if the Transaction is not consummated and MFS remains the investment adviser of the Combined Fund. For MGF and MIN, MFS has agreed with each Fund’s Board to reduce its management fee paid by each Fund to the lesser of the contractual management fee as set forth above or 0.85% of each Fund’s average daily net assets. This written agreement will continue until modified by the respective Board of MGF and MIN, but such agreement will continue at least until October 31, 2026 for MIN and at least until November 30, 2026 for MGF. If the Transaction is consummated, and Aberdeen becomes the Combined Fund investment adviser, pursuant to an investment advisory agreement with Aberdeen, the Combined Fund would pay Aberdeen a management fee that consists of an annual investment management fee, payable monthly, at an annual rate of 0.85% of the Combined Fund’s average daily “Managed Assets.” For purposes of calculating this annual management fee, “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).
	(2)	For CIF, MCR, and MMT, reflects interest paid on borrowings under a credit agreement for leverage purposes. MGF and MIN do not currently borrow for leverage purposes. The Combined Fund is intended to borrow for leverage purposes pursuant to MMT’s existing credit facility.
	(3)	For CIF and MGF, MFS has agreed in writing with each Fund’s Board to pay a portion of each Fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), and investment-related expenses, such that total fund operating expenses do not exceed 1.34% and 0.80%, respectively, annually of each Fund’s average daily net assets. This written agreement will continue until modified by the respective Board of CIF and MGF, but such agreements will continue at least until November 30, 2027. The Combined Fund (with change in management) reflects Aberdeen’s agreement in writing to pay a portion of the Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 1 above). This written agreement will continue until modified by the Aberdeen Board, but such agreement will continue for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto and subject to approval by the Aberdeen Board.

	1 Year		3 Years		5 Years		10 Years
CIF	$	39	$	117	$	197	$	339
MCR	$	27	$	82	$	140	$	297
MGF	$	8	$	26	$	44	$	99
MIN	$	7	$	23	$	41	$	91
Acquiring Fund	$	29	$	89	$	151	$	319
Pro Forma Combined (without change in management)*	$	19	$	59	$	102	$	221
Pro Forma Combined (with change in management)**	$	19	$	59	$	102	$	220

Investment Type	Acquiring Fund (MMT)	Target Funds
Investment Type	Acquiring Fund (MMT)	CIF	MCR	MGF	MIN
Debt Instruments	X	X	X	X	X
Corporate Bonds	X	X	X	X	X
U.S. Government Securities	X	X	X	X	X
Foreign Government Securities	X	X	X	X	X
Municipal Instruments					X
Securitized Instruments	X		X	X	X
When-Issued, Delayed Delivery, and Forward Commitment Transactions				X
Floating Rate Loans		X
Inflation-Adjusted Debt Instruments				X
Equity Securities	X	X
Derivatives	X	X	X	X	X

Risk	Acquiring Fund (MMT)	Target Funds
Risk	Acquiring Fund (MMT)	MCR	MGF	CIF	MIN
Anti-Takeover Provisions Risk	X	X	X	X	X
Company Risk	X			X
Counterparty and Third Party Risk	X	X	X	X	X
Credit Risk	X	X	X	X	X
Currency Risk	X	X	X
Debt Market Risk	X	X	X	X	X
Derivatives Risk	X	X	X	X	X
Emerging Markets Risk	X	X	X
Equity Market Risk	X			X
Focus Risk	X	X	X	X	X
Foreign Risk	X	X	X	X	X
Inflation-Adjusted Debt Instruments Risk			X
Interest Rate Risk	X	X	X	X	X
Investment Selection Risk	X	X	X	X	X
Leveraging Risk	X	X	X	X	X
Liquidity Risk	X	X	X	X	X
Managed Distribution Plan Risk	X	X	X	X	X
Market Discount/Premium Risk	X	X	X	X	X
Municipal Risk					X
Operational and Cybersecurity Risk	X	X	X	X	X
Prepayment/Extension Risk	X	X	X	X	X
When-Issued, Delayed Delivery, and Forward Commitment Transaction Risk			X

Portfolio Manager	Primary Role	Title and Five-Year History
Jonathan Mondillo	Head of US Fixed Income	Jonathan Mondillo is Head of US Fixed Income at Aberdeen He is responsible for overseeing all public and private markets fixed income teams in the region, which include IG Credit, HY Credit, Municipals, and USPP. He is further responsible for five municipal bond and infrastructure debt funds that invest in both investment grade and high yield credits. Jonathan joined the firm in 2018 from Alpine Woods Capital Investors, LLC, when two mutual funds he managed were acquired by Aberdeen. Prior to that, Jonathan worked for Fidelity Capital Markets. Jonathan graduated with a B.S. in Finance from Bentley University.
George Westervelt	Head of Global High Yield	George Westervelt is the Head of Global High Yield at Aberdeen and a Portfolio Manager on various High Yield strategies. He is also a member of the North American Fixed Income Management team. George joined the firm in 2009 from MFS Investment Management, where he worked as a Credit Analyst. Prior to that, George worked in Fixed Income Sales & Trading at Citigroup

Siddharth Dahiya	Global Head of Emerging Markets Debt	Siddharth Dahiya is Head of Emerging Market Corporate Debt on the Emerging Market Debt Team. Sid joined Aberdeen in June 2010 working as a credit risk analyst for the counterparty risk team. Previously, Sid worked for four years at ICICI Bank UK plc in London. He was part of the treasury investment team focusing on Indian bond investments. He started his career at ICICI with the corporate finance team focusing on cross-border M&A
Anthony Merola	Senior Investment Manager	Anthony Merola is an Investment Manager for U.S. Investment Grade strategies at Aberdeen. He also has credit research responsibilities within the U.S. Corporate I.G. market for the Food & Beverage, Tobacco, and Technology sectors. Anthony joined the firm in 2018 as a Graduate Business Analyst.

Combined Fund (if MFS remains the investment adviser of the Acquiring Fund following the Transaction)
Portfolio Manager	Primary Role	Since	Title and Five-Year History
Robert Spector	Lead Portfolio Manager	2017	Investment Officer of MFS; employed in the investment management area of MFS since 2011.
Neeraj Arora	Emerging Markets Debt Instruments Portfolio Manager	2023	Investment Officer of MFS; employed in the investment management area of MFS since 2011.
Ward Brown	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 2005.
David Cole	Below Investment Grade Debt Instruments Portfolio Manager	2006	Investment Officer of MFS; employed in the investment management area of MFS since 2004.
Pilar Gomez-Bravo	Debt Instruments Portfolio Manager	2013	Co-Chief Investment Officer-Global Fixed Income of MFS; employed in the investment management area of MFS since 2013.
Andy Li	Investment Grade Debt Instruments Portfolio Manager	2019	Investment Officer of MFS; employed in the investment management area of MFS since 2018.
John Mitchell	Investment Grade Debt Instruments Portfolio Manager	2023	Investment Officer of MFS; employed in the investment management area of MFS since 2003.
Michael Skatrud	Below Investment Grade Debt Instruments Portfolio Manager	2018	Investment Officer of MFS; employed in the investment management area of MFS since 2013.

Services	Target Funds
Services	CIF	MCR	MGF	MIN
Administrator	MFS	MFS	MFS	MFS
Custodian	State Street Bank and Trust Company (“SSB”)	SSB	SSB	SSB
Transfer Agent	Computer Share Trust Company, N.A. (“Computershare”)	Computershare	Computershare	Computershare
Dividend Paying Agent	Computershare	Computershare	Computershare	Computershare
Independent Auditor	Ernst & Young LLP (“E&Y”)	E&Y	Deloitte & Touche LLP (D&T)	D&T
Fund Counsel	Ropes and Gray LLP (“Ropes”)	Ropes	Ropes	Ropes

Services	Combined Fund
Services	If Aberdeen is approved as investment adviser by the Acquiring Fund’s shareholders	If Aberdeen is not approved as investment adviser by the Acquiring Fund’s shareholders
Administrator	abrdn Inc.	MFS
Custodian	SSB	SSB
Transfer Agent	Computershare	Computershare
Dividend Paying Agent	Computershare	Computershare
Independent Auditor	KPMG LLP	E&Y
Fund Counsel	Dechert LLP	Ropes

Fund	Title of Class	Amount Authorized	Amount Held by Fund for its Own Account	Amount Outstanding Exclusive of Amount Shown in Previous Column
ACQUIRING FUND	Common Shares	[ ]	[ ]	[ ]
CIF	Common Shares	[ ]	[ ]	[ ]
MCR	Common Shares	[ ]	[ ]	[ ]
MGF	Common Shares	[ ]	[ ]	[ ]
MIN	Common Shares	[ ]	[ ]	[ ]

ACQUIRING FUND	Market Price		Net Asset Value		Premium/(Discount) to Net Asset Value
Period Ended	High	Low	High	Low	High	Low
October 31, 2025	$4.85	$4.65	$5.13	$5.03	(4.53)%	(7.73)%
July 31, 2025	$4.72	$4.57	$5.05	$4.93	(6.46)%	(8.17)%
April 30, 2025	$4.74	$4.36	$5.08	$4.85	(6.14)%	(10.10)%
January 31, 2025	$4.79	$4.57	$5.14	$4.95	(5.52)%	(8.78)%
October 31, 2024	$4.88	$4.69	$5.22	$5.08	(5.06)%	(7.68)%
July 31, 2024	$4.81	$4.56	$5.09	$4.98	(5.13)%	(8.93)%
April 30, 2024	$4.66	$4.45	$5.10	$4.94	(7.91)%	(10.20)%
January 31, 2024	$4.64	$4.26	$5.13	$4.69	(8.50)%	(11.13)%

Fund	Market Price	Net Asset Value	Premium/(Discount) to Net Asset Value
ACQUIRING FUND	$ [ ]	$[ ]	[ ]%
CIF	$ [ ]	$[ ]	[ ]%
MCR	$ [ ]	$[ ]	[ ]%
MGF	$ [ ]	$[ ]	[ ]%
MIN	$ [ ]	$[ ]	[ ]%

Fund	1 Year Ended September 30, 2025 based on NAV	1 Year Ended September 30, 2025 based on Market Price	5 Year Ended September 30, 2025 based on NAV	5 Year Ended September 30, 2025 based on Market Price	10 Year Ended September 30, 2025 based on NAV	10 Year Ended September 30, 2025 based on Market Price
Acquiring Fund	6.61%	6.90%	4.65%	5.39%	6.16%	7.31%
CIF	8.20%	9.60%	4.75%	4.19%	6.14%	7.55%
MCR	5.42%	6.35%	3.50%	4.10%	5.69%	6.94%
MGF	2.29%	1.56%	(0.55%)	(0.31%)	1.72%	2.19%
MIN	4.18%	7.52%	1.47%	2.34%	2.88%	3.79%

Fund	Organization Date
Acquiring Fund	March 12, 1987
CIF	July 21, 1988
MCR	July 20, 1989
MGF	May 28, 1987
MIN	March 17, 1988

Shareholder Voting Rights
Acquiring Fund	Shareholders shall be entitled to one vote for each share owned and each fractional share shall be entitled to a proportionate fractional vote. Shareholders shall have the power to vote only (i) for the election of the Fund’s Trustees when that issue is submitted to shareholders, and for the removal of the Fund’s Trustees as provided in Section 2.2 of the Fund’s Declaration of Trust, (ii) with respect to any investment advisory or management contract on which a shareholder vote is required by the 1940 Act, (iii) with respect to termination of the Fund to the extent and as provided in Section 8.2 of the Fund’s Declaration of Trust, (iv) with respect to any amendment of the Fund’s Declaration of Trust to the extent and as provided in Section 8.3 of the Fund’s Declaration of Trust, (v) with respect to any merger, consolidation, or sale of assets to the extent and as provided in Sections 8.4 and 8.7 of the Fund’s Declaration of Trust, (vi) with respect to any conversion of the Trust to an “open-end company” to the extent and as provided in Section 8.6 of the Fund’s Declaration of Trust, (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Fund or the shareholders, and (viii) with respect to such additional matters relating to the Fund as may be required by the Fund’s Declaration of Trust, the Fund’s By-Laws, or any registration of the Fund with the U.S. Securities and Exchange Commission (or any successor agency) or any other regulator have jurisdiction over the Fund, or as the Fund’s Trustees may consider necessary or desirable. Shareholders of the Fund do not have cumulative voting rights in the election of the Fund’s Trustees.
CIF	Shareholders shall be entitled to one vote for each share owned and each fractional share shall be entitled to a proportionate fractional vote. Shareholders shall have the power to vote only (i) for the election or removal of the Fund’s Trustees as provided for in Article IV, Section 1 of the Fund’s Declaration of Trust, (ii) with respect to any Adviser as provide in Article IV, Section 7 of the Fund’s Declaration of Trust, (iii) with respect to any termination of the Fund to the extent and as provide in Article IX, Section 4 of the Fund’s Declaration of Trust, (iv) with respect to any amendment of the Fund’s Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Fund’s Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Fund or the shareholders, and (vi) with respect to such additional matters relating to the Fund as may be required by law, the Fund’s Declaration of Trust, the Fund’s By-Laws or any registration of the Fund with the U.S. Securities and Exchange Commission (or any successor agency) or any state, or as the Fund’s Trustees may consider necessary or desirable. Shareholders of the Fund do not have cumulative voting rights in the election of the Fund’s Trustees.
MCR	Identical to Acquiring Fund.
MGF	Identical to Acquiring Fund.
MIN	Identical to Acquiring Fund.

Adjournment
Acquiring Fund	In the absence of a quorum, a shareholder vote of thirty percent of the shares entitled to vote present in person or by proxy may adjourn the meeting.
CIF	Shareholders may adjourn the meeting with a majority vote of outstanding shares entitled to vote present in person or by proxy.
MCR	Identical to Acquiring Fund.
MGF	Identical to Acquiring Fund.
MIN	Identical to Acquiring Fund.

Approval of a Reorganization / Merger
Acquiring Fund	The Fund may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Fund’s property including its good will when authorized (a) at any meeting of shareholders called for the purpose by the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote, or (b) by written consent of shareholders, without a meeting, of the holders of not less than two-thirds of outstanding shares entitled to vote, provided, however, that if such merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of Shares outstanding and entitled to vote shall be sufficient authorization.
CIF	Except when a larger vote is required by any provision of the Declaration of Trust or the By-laws, a majority of the shares voted shall decide any question and any action may be taken by shareholders without a meeting if a majority of shareholders entitled to vote on the matter consent to the action in writing.
MCR	Identical to Acquiring Fund.
MGF	Identical to Acquiring Fund.
MIN	Identical to Acquiring Fund.

Classification of Board of Trustees; Election and Removal of Trustees
Acquiring Fund	The number of the Fund’s Trustees shall be determined by a majority of the Fund’s Trustees, provided that the number of the Fund’s Trustees shall not be less than three and not more than fifteen. The Fund’s Trustees shall be divided into three classes with a three-year term. The Fund’s Trustees shall be elected at an annual meeting of shareholders or a special meeting of shareholders in lieu thereof by the affirmative vote of a plurality of shares voted in person or by proxy. The Fund’s Trustees may be removed at any meeting of shareholders by a vote of at least two-thirds of the outstanding shares of the Fund entitled to vote.
CIF	The number of the Fund’s Trustees shall be determined by a majority of the Fund’s Trustees, provided that the number of the Fund’s Trustees shall not be less than three and not more than fifteen. The Fund’s Trustees shall be divided into three classes with a three-year term. The Fund’s Trustees shall be elected at an annual meeting of shareholders or a special meeting of shareholders in lieu thereof by the affirmative vote of a plurality of shares voted in person or by proxy. In the event that less than a majority of the Fund’s Trustees holding office were elected by shareholders, the Fund’s Trustees shall call a meeting of shareholders for the purpose of electing Trustees. The Fund’s Trustees may be removed, with or without cause, at a meeting called for such purpose by a vote of at least a majority of the outstanding shares of the Fund entitled to vote.
MCR	Identical to Acquiring Fund.
MGF	Identical to Acquiring Fund.
MIN	Identical to Acquiring Fund.

Other Rights
Acquiring Fund	The shareholders of the Fund do not have any preemptive, preferential, appraisal, conversion or exchange rights.
CIF	The shareholders of the Fund have no preemptive or other right to receive, purchase or subscribe for an additional shares or other securities issued by the Fund.
MCR	Identical to Acquiring Fund.
MGF	Identical to Acquiring Fund.
MIN	Identical to Acquiring Fund.]


CIF

Common Shares	Six months	Year ended
	ended 5/31/25 (unaudited)	11/30/24	11/30/23	11/30/22	11/30/21	11/30/20
Net asset value, beginning of period	$1.87	$1.82	$1.83	$2.32	$2.47	$2.56
Income (loss) from investment operations
Net investment income (loss) (d)	$0.06	$0.10	$0.09	$0.11	$0.13	$0.14
Net realized and unrealized gain (loss)	(0.02)	0.13	0.06	(0.40)	(0.05)	(0.00)(w)
Total from investment operations	$0.04	$0.23	$0.15	$(0.29)	$0.08	$0.14
Less distributions declared to shareholders
From net investment income	$(0.06)	$(0.11)	$(0.09)	$(0.12)	$(0.14)	$(0.15)
From tax return of capital	—	(0.07)	(0.08)	(0.08)	(0.09)	(0.08)
From other sources	(0.03)(b)	—	—	—	—	—
Total distributions declared to shareholders	$(0.09)	$(0.18)	$(0.17)	$(0.20)	$(0.23)	$(0.23)
Net increase from repurchase of capital shares	$0.00(w)	$0.00(w)	$0.01	$—	$—	$0.00(w)
Net asset value, end of period (x)	$1.82	$1.87	$1.82	$1.83	$2.32	$2.47
Market value, end of period	$1.72	$1.77	$1.64	$1.83	$2.97	$2.47
Total return at market value (%)	2.48(n)	19.09	(0.77)	(32.19)	30.89	0.89
Total return at net asset value (%) (j)(r)(s)(x)	2.35(n)	13.70	10.13	(13.19)	2.25	6.40
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions	4.07(a)	4.27	4.03	2.53	1.84	2.05
Expenses after expense reductions	3.83(a)	4.18	3.95	2.23	1.65	1.82
Net investment income (loss)	6.20(a)	5.53	5.20	5.54	5.27	5.75
Portfolio turnover rate	22(n)	59	44	31	65	57
Net assets at end of period (000 omitted)	$32,567	$33,732	$33,612	$35,545	$44,943	$47,585
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions and excluding interest expense and fees	1.34(a)	1.34	1.34	1.34	1.34	1.34
Senior Securities:
Total notes payable outstanding (000 omitted)	$15,000	$15,000	$15,000	$16,000	$18,500	$18,500
Asset coverage per $1,000 of indebtedness (k)	$3,171	$3,249	$3,241	$3,222	$3,429	$3,572


MIN

Common Shares	Six months	Year ended
	ended 4/30/25 (unaudited)	10/31/24	10/31/23	10/31/22	10/31/21	10/31/20
Net asset value, beginning of period	$2.81	$2.81	$2.98	$3.64	$3.95	$4.04
Income (loss) from investment operations
Net investment income (loss) (d)	$0.04	$0.09	$0.08	$0.07	$0.08	$0.09
Net realized and unrealized gain (loss)	0.05	0.15	0.00(w)	(0.44)	(0.06)	0.16
Total from investment operations	$0.09	$0.24	$0.08	$(0.37)	$0.02	$0.25
Less distributions declared to shareholders
From net investment income	$(0.05)	$(0.09)	$(0.08)	$(0.08)	$(0.10)	$(0.11)
From net realized gain	—	—	—	—	(0.03)	(0.04)
From tax return of capital	—	(0.15)	(0.17)	(0.21)	(0.20)	(0.19)
From other sources	(0.07)(b)	—	—	—	—	—
Total distributions declared to shareholders	$(0.12)	$(0.24)	$(0.25)	$(0.29)	$(0.33)	$(0.34)
Net increase from repurchase of capital shares	$—	$0.00(w)	$0.00(w)	$0.00(w)	$—	$0.00(w)
Net asset value, end of period (x)	$2.78	$2.81	$2.81	$2.98	$3.64	$3.95
Market value, end of period	$2.69	$2.73	$2.58	$2.75	$3.63	$3.73
Total return at market value (%)	2.94(n)	15.71	2.73	(16.98)	6.18	8.24
Total return at net asset value (%) (j)(s)(x)	3.35(n)	9.35	3.26	(10.29)	0.54	6.96
Ratios (%) (to average net assets) and Supplemental data:
Expenses	0.73(a)	0.72	0.69	0.65	0.62	0.64
Net investment income (loss)	3.19(a)	3.15	2.72	2.16	2.08	2.33
Portfolio turnover rate	12(n)	20	15	16	20	43
Net assets at end of period (000 omitted)	$315,983	$319,618	$320,505	$342,280	$422,382	$457,844