Common use of Effective Date and Termination Clause in Contracts

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-AdviserAdviser or DSA-NY, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" “Venture” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution[DATE], 2005, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil [DATE], 2007, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors Trustees of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors Trustees of the Fund, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "“MFS" ” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2001, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFS" Back Bay Advisors, L.P., then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its executionfirst above written, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date a period of executionone year, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "“MFS" ” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Sub- Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFSDraycott" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of on the date of its executionfirst written above, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, subject to the Fund's obligation to fulfill all transactions authorized prior to such termination; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 12 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser Subadviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" words “Xxxxxx” or “Oakmark,” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and: a. (a) unless otherwise terminated, this Agreement shall continue in effect for until date two years from the date of executionsigning date, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the PortfolioFund, and (ii) by vote of a majority of the directors Trustees of the Fund Trust who are not interested persons of the FundTrust, either of the Manager, Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. (b) this Agreement may at any time be terminated on sixty 60 days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the PortfolioFund; c. (c) this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement;; and d. (d) this Agreement may be terminated by the Sub-Adviser on sixty 60 days' ’ written notice to the Manager Adviser and the FundTrust, or, if approved or by the Board of Directors of the Fund, by the Manager on sixty days' written Adviser immediately upon notice to the Sub-Adviser; and. e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance (e) Termination of this Agreement after such change pursuant to this Section 11 shall have been specifically approved by be without the payment of any penalty. For clarity, termination of this Agreement with respect to one Fund will not automatically terminate this Agreement for the other Funds. The terms “assignment” and “vote of a majority of the outstanding voting securities securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder subject to such exemptions as may be granted by the Securities and Exchange Commission under the 1940 Act. This Agreement shall automatically terminate for a Fund in the event the Management Agreement between the Adviser and the Trust on behalf of the Portfolio and by vote of a majority of the Directors of the such Fund who are is terminated, assigned or not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penaltyrenewed.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by the Manager, by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate may at any time be terminated by the Sub-Adviser on one hundred eighty days' written notice to both the Manager and the Trust, in the event that the Manager shall have materially breached the provisions hereof and shall have failed to remedy such breach within fifteen days after receiving written notice of its assignment or upon such breach from the termination of the Advisory AgreementSub-Adviser; d. this Agreement may be terminated by the Sub-Adviser at any time on sixty or before December 31, 2004, on one hundred eighty days' written notice to both the Manager and the FundTrust, or, but only if approved the Manager consents in writing to such termination; e. this Agreement may be terminated by the Board of Directors of the Fund, by the Manager Sub-Adviser on sixty one hundred eighty days' written notice to both the Sub-AdviserManager and the Trust, at any time after December 31, 2004; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then f. this Agreement shall automatically terminate at in the time event of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalits assignment. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become ------------------------------ effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2003, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2001, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFS" Westpeak Investment Advisors, L.P., then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word words "MFSSalomon" or "Salomon Brothers," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2001, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, the Sub-AdviserAdviser or DSA-NY, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFSVenture" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its executionfirst above written, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date a period of executionone year, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" words “Xxxxxx Xxxxxx,” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFSXxxxx," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of on the date of its executionfirst written above, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, subject to the Fund’s obligation to fulfill all transactions authorized prior to such termination; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 12 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word words "MFSXxxxxx Xxxxxx," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFSXxxxx," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-AdviserAdviser or DSA-NY, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFSVenture" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2003, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect through June 30, 2019, as was approved by the Board of Trustees of the Trust for two years from the date of executionoriginal sub-advisory agreement, dated February 28, 2017, by and between the Trust, with respect to the Funds, the Manager and Xxxxxx US, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Trust or with respect to any Fund or by vote of a majority of the outstanding voting securities of the PortfolioFund, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated with respect to any Fund on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioFund; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement;; and d. this Agreement may be terminated with respect to any Fund by the Sub-Adviser on sixty ninety days' ’ written notice to the Manager and the FundTrust, or, if approved by the Board of Directors of the Fund, or by the Manager on sixty ninety days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Sub- Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word words "MFSXxxxxxx Xxxxx," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become ------------------------------ effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil May 1, 2003, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' ’ written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' ’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' ’ written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" words “Xxxxxx Xxxxxx,” then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as ------------------------------ of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word words "MFSXxxxxx Xxxxxxx" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective ------------------------------ as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, the Sub-AdviserAdviser or SBAM Ltd., cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word words "MFSSalomon" or "Salomon Brothers," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by the Manager, by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement may at any time be terminated by the Sub-Adviser on one hundred eighty days' written notice to both the Manager and the Trust, in the event that the Manager shall have materially breached the provisions of this Agreement and shall have failed to remedy such breach within fifteen days after receiving written notice of such breach from the Sub-Adviser; d. this Agreement may at any time be terminated by the Sub-Adviser on at least sixty days' written notice to both the Manager and the Trust, in the event that the Sub- Adviser permanently and completely ceases to conduct any business as an investment adviser, manager or counselor; and e. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalassignment. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser Subadviser requires the Portfolio to change its name so as to eliminate all references to the word words "MFSXxxxxx" or "Oakmark," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.

Effective Date and Termination. This Agreement shall become ------------------------------ effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become ------------------------------ effective as of the date of its execution, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil August 30, 2001, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries, and (ii) by vote of a majority of the directors trustees of the Fund Trust who are not interested persons of the FundTrust, the Manager, Manager or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser either by vote of the Board of Directors Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the PortfolioSeries; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser on sixty days' written notice to the Manager and the FundTrust, or, if approved by the Board of Directors Trustees of the FundTrust, by the Manager on sixty days' written notice to the Sub-Adviser; and e. if the Sub-Adviser requires the Portfolio Series to change its name so as to eliminate all references to the word words "MFSXxxxxx Xxxxxx," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio Series and by vote of a majority of the Directors Trustees of the Fund Trust who are not interested persons of the Fund Trust or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty.

Effective Date and Termination. This Agreement shall become effective as of the date of its execution[date], 2005, and a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil [DATE], 2007, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors Trustees of the Fund who are not interested persons of the Fund, the Manager, Manager or the Sub-AdviserSubadviser, cast in person at a meeting called for the purpose of voting on such approval; b. this Agreement may at any time be terminated on sixty days' written notice to the Sub-Adviser Subadviser either by vote of the Board of Directors Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement; d. this Agreement may be terminated by the Sub-Adviser Subadviser on sixty days' written notice to the Manager and the Fund, or, if approved by the Board of Directors Trustees of the Fund, by the Manager on sixty days' written notice to the Sub-AdviserSubadviser; and e. if the Sub-Adviser requires the Portfolio to change its name so as to eliminate all references to the word "MFS" then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this Section 10 9 shall be without the payment of any penalty. In the event of termination of this Agreement, all compensation due to the Subadviser through the date of termination will be calculated on a pro rata basis through the date of termination and paid on the first business day after the next succeeding month end.