Common use of The Service Fees Clause in Contracts

The Service Fees. The Service Fee shall be calculated as an annualized percentage of the average aggregate amount invested in the Funds for the applicable period. The aggregate amount shall be computed by totaling the aggregate investment on each business day during the period and dividing by the total number of business days during the period. The Service Fees will be due and payable only with respect to the Accounts which are identified in advance in writing by NFS or which are easily identifiable on MFS’ systems as being NFS’ accounts. NFS will be solely responsible for informing MFS in advance in writing of any changes to its trading methodologies that would affect the Accounts. NFS acknowledges and agrees that if it fails to notify MFS in writing within 150 days after the end of the calendar quarter that it either has not received a payment owed to it under this Agreement or if it disputes the calculation of the amount paid for such quarter, then NFS waives any and all rights to receive such payment from MFS. Massachusetts Investors Growth Stock Fund MIGFX [**] Massachusetts Investors Trust MITTX [**] MFS Bond Fund MFBFX [**] MFS Core Equity Fund MRGAX [**] MFS Diversified Income Fund DIFAX [**] MFS Global Growth Fund MWOFX [**] MFS Global High Yield Fund MHOAX [**] MFS Global Total Return Fund MFWTX [**] MFS Growth Fund MFEGX [**] MFS High Income Fund MHITX [**] MFS International Diversification Fund MDIDX [**] MFS International New Discovery Fund MIDAX [**] MFS Municipal Income Fund MFIAX [**] MFS Mid Cap Growth Fund OTCAX [**] MFS Research Fund MFRFX [**] MFS Research Bond Fund MRBFX [**] MFS Research International Fund MRSAX [**] MFS Strategic Income Fund MFIOX [**] MFS Total Return Fund MSFRX [**] MFS Value Fund MEIAX [**] MFS Core Equity Fund MRGAX [**] MFS Emerging Markets Debt Fund MEDAX [**] MFS Equity Opportunities Fund SRFAX [**] MFS Global High Yield Fund MHOAX [**] MFS Growth Fund MFEGX [**] MFS International Diversification Fund MDIDX [**] MFS International Value Fund MGIAX [**] MFS MidCap Value MVCAX [**] MFS Research International Fund MRSAX [**] MFS Total Return Fund MSFRX [**] MFS Utilities Fund MMUFX [**] MFS Value Fund MEIAX [**] The fee schedule for assets invested in Class R1, R2, R3, and R4 Shares shall be calculated and paid in accordance with each Fund’s prospectus, as amended from time to time. No fee shall be payable on Class R5. In addition, NFS shall be entitled to receive the Additional Fee specified in the table below. NFS shall be entitled to receive Fees for the Class R Shares only to the extent such Fees are received by MFS from its affiliate or the Funds. 12b-1 Fee [**] [**] [**] [**] [**] Additional Fee [**] [**] [**] [**] [**] * MFS Limited Maturity Fund R2 has a 12b-1 Fee of [**]% ** NFS is responsible for calculating such fees and sending periodic invoices to MFS. NFS will, at MFS’ request, provide copies of historical records necessary to enable MFS or its representatives to verify the accuracy of any information provided by NFS which forms the basis of the fee calculation. Reference is made to the Fund Agreement dated October 31, 2003 by and among Nationwide Financial Services, Inc. on behalf of its subsidiaries listed on Exhibit B (collectively, “NFS”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”) (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment No. 13 to the Agreement (“Amendment”) shall take effect as of September 1, 2016.

The Service Fees. The Service Fee Fees shall be calculated as an annualized percentage of the average aggregate amount invested in the Funds for the applicable period. The aggregate amount shall be computed by totaling the aggregate investment on each business day during the period and dividing by the total number of business days during the period. The Service Fees will be due and payable only with respect to the Accounts which are identified in advance in writing by NFS or which are easily identifiable on MFS’ systems as being NFS’ accounts. NFS will be solely responsible for informing MFS in advance in writing of any changes to its trading methodologies that would affect the Accounts. NFS acknowledges and agrees that if it fails to notify MFS in writing within 150 days after the end of the calendar quarter that it either has not received a payment owed to it under this Agreement or if it disputes the calculation of the amount paid for such quarter, then NFS waives any and all rights to receive such payment from MFS. The Service Fees are in addition to any 12b-1 fees that may be payable to NFS pursuant to a Fund’s prospectus. Fund Name Symbol Service Fee Payable by MFSC per annum Service Fee Payable by MFD per annum Massachusetts Investors Growth Stock Fund MIGFX [**] [**] Massachusetts Investors Trust MITTX [**] [**] MFS Bond Fund MFBFX [**] [**] MFS Core Equity Fund MRGAX [**] [**] MFS Diversified Income Fund DIFAX [**] [**] MFS Global Growth Fund MWOFX [**] [**] MFS Global High Yield Fund MHOAX [**] [**] MFS Global Total Return Fund MFWTX [**] [**] MFS Growth Fund MFEGX [**] [**] MFS High Income Fund MHITX [**] [**] MFS International Diversification Fund MDIDX [**] [**] MFS International New Discovery Fund MIDAX [**] [**] MFS Municipal Income Fund MFIAX [**] [**] MFS Mid Cap Growth Fund OTCAX [**] [**] MFS Research Fund MFRFX [**] [**] MFS Research Bond Fund MRBFX [**] [**] MFS Research International Fund MRSAX [**] [**] MFS Strategic Income Fund MFIOX [**] [**] MFS Total Return Fund MSFRX [**] [**] MFS Value Fund MEIAX [**] [**] Fund Name Symbol Fee Payable by MFSC per annum Fee Payable by MFD per annum MFS Core Equity Fund MRGAX [**] 0.135% 0.115% MFS Emerging Markets Debt Fund MEDAX [**] [**] MFS Equity Opportunities Fund SRFAX [**] [**] MFS Global High Yield Fund MHOAX [**] [**] MFS Growth Fund MFEGX [**] [**] MFS International Diversification Fund MDIDX [**] [**] MFS International Value Fund MGIAX [**] [**] MFS MidCap Value MVCAX [**] [**] MFS Research International Fund MRSAX [**] [**] MFS Total Return Fund MSFRX [**] [**] MFS Utilities Fund MMUFX [**] [**] MFS Value Fund MEIAX [**] [**] The fee schedule for assets invested in Class R1, R2, R3, and R4 Shares shall be calculated and paid in accordance with each Fund’s prospectus, as amended from time to time. No fee shall be payable on Class R5. In addition, NFS shall be entitled to receive the Additional Fee specified in the table below. NFS shall be entitled to receive Fees for the Class R Shares only to the extent such Fees are received Payable by MFS from its affiliate or the Funds. 12b-1 Fee MFSC per annum [**] [**] [**] [**] [**] Additional Fee Payable by MFD per annum [**] [**] [**] [**] [**] * MFS Limited Maturity Fund R2 has a 12b-1 Fee of [**]% ** NFS is responsible for calculating such fees and sending periodic invoices to MFS. NFS will, at MFS’ request, provide copies of historical records necessary to enable MFS or its representatives to verify the accuracy of any information provided by NFS which forms the basis of the fee calculation. Reference is made to the Fund Agreement dated October 31, 2003 by and among Nationwide Financial Services, Inc. on behalf of its subsidiaries listed on Exhibit B (collectively, “NFS”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”) (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment No. 13 to the Agreement (“Amendment”) shall take effect as of September 1, 2016.

The Service Fees. The Service Fee Fees shall be calculated as an annualized percentage of the average aggregate amount invested in the Funds for the applicable period. The aggregate amount shall be computed by totaling the aggregate investment on each business day during the period and dividing by the total number of business days during the period. The Service Fees will be due and payable only with respect to the Accounts which are identified in advance in writing by NFS or which are easily identifiable on MFS’ systems as being NFS’ accounts. NFS will be solely responsible for informing MFS in advance in writing of any changes to its trading methodologies that would affect the Accounts. NFS acknowledges and agrees that if it fails to notify MFS in writing within 150 days after the end of the calendar quarter that it either has not received a payment owed to it under this Agreement or if it disputes the calculation of the amount paid for such quarter, then NFS waives any and all rights to receive such payment from MFS. The Service Fees are in addition to any 12b-1 fees that may be payable to NFS pursuant to a Fund’s prospectus. Share Class Service Fee Payable by MFSC per annum Service Fee Payable by MFD per annum Class A (all Funds) [**] [**] Fund Name Symbol Service Fee Payable by MFSC per annum Service Fee Payable by MFD per annum Massachusetts Investors Growth Stock Fund MIGFX [**] [**] Massachusetts Investors Trust MITTX [**] [**] MFS Bond Fund MFBFX [**] [**] MFS Core Equity Fund MRGAX [**] [**] MFS Diversified Income Fund DIFAX [**] [**] MFS Global Growth Fund MWOFX [**] [**] MFS Global High Yield Fund MHOAX [**] [**] MFS Global Total Return Fund MFWTX [**] [**] MFS Growth Fund MFEGX [**] [**] MFS High Income Fund MHITX [**] [**] MFS International Diversification Fund MDIDX [**] [**] MFS International New Discovery Fund MIDAX [**] [**] MFS Municipal Income Fund MFIAX [**] [**] MFS Mid Cap Growth Fund OTCAX [**] [**] MFS Research Fund MFRFX [**] [**] MFS Research Bond Fund MRBFX [**] [**] MFS Research International Fund MRSAX [**] [**] MFS Strategic Income Fund MFIOX [**] [**] MFS Total Return Fund MSFRX [**] [**] MFS Value Fund MEIAX [**] [**] MFS Core Equity Fund MRGAX [**] [**] MFS Emerging Markets Debt Fund MEDAX [**] [**] MFS Equity Opportunities Fund SRFAX [**] [**] MFS Global High Yield Fund MHOAX [**] [**] MFS Growth Fund MFEGX [**] [**] MFS International Diversification Fund MDIDX [**] [**] MFS International Value Fund MGIAX [**] [**] MFS MidCap Value MVCAX [**] [**] MFS Research International Fund MRSAX [**] [**] MFS Total Return Fund MSFRX [**] [**] MFS Utilities Fund MMUFX [**] [**] MFS Value Fund MEIAX [**] The fee schedule for assets invested in Class R1, R2, R3, and R4 Shares shall be calculated and paid in accordance with each Fund’s prospectus, as amended from time to time. No fee shall be payable on Class R5. In addition, NFS shall be entitled to receive the Additional [**] Fee specified in the table below. NFS shall be entitled to receive Fees for the Class R Shares only to the extent such Fees are received Payable by MFS from its affiliate or the Funds. 12b-1 Fee MFSC per annum [**] [**] [**] [**] [**] Additional Fee Payable by MFD per annum [**] [**] [**] [**] [**] * MFS Limited Maturity Fund R2 has a 12b-1 Fee of [**]% ** NFS is responsible for calculating such fees and sending periodic invoices to MFS. NFS will, at MFS’ request, provide copies of historical records necessary to enable MFS or its representatives to verify the accuracy of any information provided by NFS which forms the basis of the fee calculation. Reference is made to the Fund Agreement dated October 31, 2003 by and among Nationwide Financial Services, Inc. on behalf of its subsidiaries listed on Exhibit B (collectively, “NFS”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”) (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment No. 13 15 to the Agreement (“Amendment”) shall take effect as of September May 1, 20162020.

The Service Fees. The Service Fee shall be calculated as an annualized percentage of the average aggregate amount invested in the Funds for the applicable period. The aggregate amount shall be computed by totaling the aggregate investment on each business day during the period and dividing by the total number of business days during the period. The Service Fees will be due and payable only with respect to the Accounts which are identified in advance in writing by NFS or which are easily identifiable on MFS’ systems as being NFS’ accounts. NFS will be solely responsible for informing MFS in advance in writing of any changes to its trading methodologies that would affect the Accounts. NFS acknowledges and agrees that if it fails to notify MFS in writing within 150 days after the end of the calendar quarter that it either has not received a payment owed to it under this Agreement or if it disputes the calculation of the amount paid for such quarter, then NFS waives any and all rights to receive such payment from MFS. Massachusetts Investors Growth Stock Fund MIGFX [**] Massachusetts Investors Trust MITTX [**] MFS Bond Fund MFBFX [**] MFS Core Equity Fund MRGAX [**] MFS Diversified Income Fund DIFAX [**] MFS Global Growth Fund MWOFX [**] MFS Global High Yield Fund MHOAX [**] MFS Global Total Return Fund MFWTX [**] MFS Growth Fund MFEGX [**] MFS High Income Fund MHITX [**] MFS International Diversification Fund MDIDX [**] MFS International New Discovery Fund MIDAX [**] MFS Municipal Income Fund MFIAX [**] MFS Mid Cap Growth Fund OTCAX [**] MFS Research Fund MFRFX [**] MFS Research Bond Fund MRBFX [**] MFS Research International Fund MRSAX [**] MFS Strategic Income Fund MFIOX [**] MFS Total Return Fund MSFRX [**] MFS Value Fund MEIAX [**] MFS Core Equity Fund MRGAX [**] MFS Emerging Markets Debt Fund MEDAX [**] MFS Equity Opportunities Fund SRFAX [**] MFS Global High Yield Fund MHOAX [**] MFS Growth Fund MFEGX [**] MFS International Diversification Fund MDIDX [**] MFS International Value Fund MGIAX [**] MFS MidCap Value MVCAX [**] MFS Research International Fund MRSAX [**] MFS Total Return Fund MSFRX [**] MFS Utilities Fund MMUFX [**] MFS Value Fund MEIAX [**] The fee schedule for assets invested in Class R1, R2, R3, and R4 Shares shall be calculated and paid in accordance with each Fund’s prospectus, as amended from time to time. No fee shall be payable on Class R5. In addition, NFS shall be entitled to receive the Additional Fee specified in the table below. NFS shall be entitled to receive Fees for the Class R Shares only to the extent such Fees are received by MFS from its affiliate or the Funds. 12b-1 Fee [**] [**] [**] [**] [**] Additional Fee [**] [**] [**] [**] [**] * MFS Limited Maturity Fund R2 has a 12b-1 Fee of [**]% ** NFS is responsible for calculating such fees and sending periodic invoices to MFS. NFS will, at MFS’ request, provide copies of historical records necessary to enable MFS or its representatives to verify the accuracy of any information provided by NFS which forms the basis of the fee calculation. Reference is made to the Fund Agreement dated October 31, 2003 by and among Nationwide Financial Services, Inc. on behalf of its subsidiaries listed on Exhibit B (collectively, “NFS”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”) (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment No. 13 12 to the Agreement (“Amendment”) shall take effect as of September 1June 2, 20162014.