MFS Series Trust XII Sample Contracts

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WITNESSETH
Custodian Agreement • June 28th, 2007 • MFS Series Trust XII • New York
MFS LIFETIME RETIREMENT INCOME FUND MFS LIFETIME 2010 FUND MFS LIFETIME 2020 FUND MFS LIFETIME 2030 FUND MFS LIFETIME 2040 FUND The Investment Advisory Agreement, dated July 26, 2005, is contained in Registrant's (File Nos. 333-126328 and 811-21780),...
Investment Advisory Agreement • December 29th, 2005 • MFS Series Trust XII

The Investment Advisory Agreement, dated July 26, 2005, is contained in Registrant's (File Nos. 333-126328 and 811-21780), Pre-Effective Amendment No.1 to the Registration Statement filed with the Securities and Exchange Commission via EDGAR on September 27, 2005, under the Securities Act of 1933.Such document is incorporated herein by reference.

WITNESSETH
Fund Accounting Agreement • June 28th, 2007 • MFS Series Trust XII • Massachusetts
WITNESSETH:
Investment Advisory Agreement • March 2nd, 2007 • MFS Series Trust XII • Massachusetts
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2022 • MFS Series Trust Xii • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this 21st day of June, 2022, by and between MFS SERIES TRUST XII, a Massachusetts business trust (the "Trust"), on behalf of its series of shares (the "Fund") listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the "Adviser").

FORM OF AMENDMENT NO. 2 TO CUSTODIAN AGREEMENT As of: July 26, 2005 SCHEDULE A TO AMENDMENT NO. 2 TO CUSTODIAN AGREEMENT MFS Series Trust X, on behalf of its series: ------------------ MFS Conservative Allocation Fund MFS Moderate Allocation Fund MFS...
Custodian Agreement • September 27th, 2005 • MFS Series Trust XII

MFS Conservative Allocation Fund MFS Moderate Allocation Fund MFS Growth Allocation Fund MFS Aggressive Growth Allocation Fund MFS International Diversification Fund

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 27th, 2012 • MFS Series Trust Xii

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of November, 2012, by and between MFS SERIES TRUST XII, a Massachusetts business trust (the “Trust”), on behalf of its series of shares (each a “Fund”) listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
Shareholder Servicing Agreement • June 27th, 2016 • MFS Series Trust Xii • Massachusetts

WHEREAS, each of the investment companies listed on Annex A hereto (each a “Fund” and collectively the “Funds”) is a party to a Shareholder Servicing Agreement, as amended, (the “Agreements”) with MFS Service Center, Inc. (“MFSC”); and

AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
Shareholder Servicing Agreement • August 25th, 2011 • MFS Series Trust XII • Massachusetts

WHEREAS, each of the investment companies listed on Annex A hereto (each a “Fund” and collectively the “Funds”) is a party to a Shareholder Servicing Agreement, as amended, (the “Agreements”) with MFS Service Center, Inc. (“MFSC”); and

AMENDMENT TO DISTRIBUTION AGREEMENTS
Distribution Agreement • June 27th, 2016 • MFS Series Trust Xii • Massachusetts

WHEREAS, each series from time to time of each Trust listed on Annex A hereto (referred to individually as a “Fund” and collectively as the “Funds”) is a party to a Distribution Agreement, as amended, (the “Agreements”) with MFS Fund Distributors, Inc. (the “Distributor”); and

WITNESSETH:
Special Servicing Agreement • June 28th, 2007 • MFS Series Trust XII • Massachusetts
Master Administrative Services Agreement - Exhibit A
Master Administrative Services Agreement • August 25th, 2022 • MFS Series Trust Xii
WITNESSETH:
Investment Sub-Advisory Agreement • March 2nd, 2007 • MFS Series Trust XII • Massachusetts
FORM OF MFS LIFETIME RETIREMENT INCOME FUND MFS LIFETIME 2010 FUND MFS LIFETIME 2020 FUND MFS LIFETIME 2030 FUND MFS LIFETIME 2040 FUND
Dividend Disbursing Agency Agreement • September 27th, 2005 • MFS Series Trust XII • Massachusetts
EXHIBIT NO. 99.8(a) FORM OF MFS SERIES TRUST XII 500 Boylston Street Boston, Massachusetts 02116
Shareholder Servicing Agent Agreement • July 1st, 2005 • MFS Series Trust XII • Massachusetts
EXHIBIT NO. 99.5(a) FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • July 1st, 2005 • MFS Series Trust XII • Massachusetts
EXHIBIT NO. 99.8(f) MASTER CLASS R ADMINISTRATION AND SERVICE AGREEMENT DATED AS OF THIS 1ST DAY OF APRIL 2005 EXHIBIT A, AS REVISED: July 26, 2005 (Addition of MFS Series Trust XII) MASTER CLASS R PLAN ADMINISTRATION AND SERVICE AGREEMENT
Master Class R Administration and Service Agreement • September 27th, 2005 • MFS Series Trust XII

MASSACHUSETTS INVESTORS GROWTH STOCK FUND MASSACHUSETTS INVESTORS TRUST MFS GOVERNMENT SECURITIES FUND MFS SERIES TRUST I MFS Cash Reserve Fund MFS Core Equity Fund MFS Core Growth Fund MFS New Discovery Fund MFS Research International Fund MFS Strategic Growth Fund MFS Technology Fund MFS Value Fund MFS SERIES TRUST II MFS Emerging Growth Fund MFS SERIES TRUST III MFS High Income Fund MFS SERIES TRUST IV MFS Mid Cap Growth Fund MFS SERIES TRUST V MFS International New Discovery Fund MFS Research Fund MFS Total Return Fund MFS SERIES TRUST VI MFS Global Equity Fund MFS Global Total Return Fund MFS Utilities Fund MFS SERIES TRUST VII MFS Capital Opportunities Fund MFS SERIES TRUST VIII MFS Global Growth Fund MFS SERIES TRUST IX MFS Bond Fund MFS Intermediate Investment Grade Bond Fund MFS Limited Maturity Fund MFS Research Bond Fund MFS Inflation-Adjusted Bond Fund MFS SERIES TRUST X MFS Aggressive Growth Allocation Fund MFS Conservative Allocation Fund MFS Growth Allocation Fund MFS In

SUB-ITEM 77 Q1 (E) Investment Advisory Agreement The Investment Advisory Agreement, effective December 5, 2016, by and between MFS Series Trust XII, on behalf of its series MFS Lifetime 2060 Fund, and Massachusetts Financial Services Company, is...
Investment Advisory Agreement • June 28th, 2017 • MFS Series Trust Xii

The Investment Advisory Agreement, effective December 5, 2016, by and between MFS Series Trust XII, on behalf of its series MFS Lifetime 2060 Fund, and Massachusetts Financial Services Company, is contained in Post-Effective Amendment No. 55 to the Registration Statement for MFS Series Trust XII (File Nos.333-126328 and 811-21780), as filed with the Securities and Exchange Commission via EDGAR on February 27, 2017, under Rule 485 under the Securities Act of 1933. Such document is incorporated herein by reference.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 22nd, 2019 • MFS Series Trust I

AMENDMENT effective as of August 1, 2018 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust I (the “Trust”) on behalf the MFS Value Fund (a “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

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MASTER ADMINISTRATIVE SERVICES AGREEMENT Amended and Restated As of January 1, 2008 Exhibit A, as revised: February 27, 2007 (Addition of MFS Series Trust XIV) May 1, 2007 (Redesignation of MFS Capital Opportunities Series to MFS Core Equity Series)...
Master Administrative Services Agreement • August 27th, 2008 • MFS Series Trust XII

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds, other than the MFS Institutional Money Market Portfolio, shall pay the Administrator each calendar year (the “Contract Period”) a fee in an aggregate amount approved by the MFS Funds Board for such calendar year, as it may be amended by the Board from time to time (the “Approved Annual Fee”). The Approved Annual Fee shall be allocated among the Funds and paid by the Funds in accordance with the methodology described below. For calendar 2008, the Approved Annual Fee is $12,850,000.

FORM OF EXHIBIT A TO CUSTODY AND RELATED SERVICES AGREEMENT MFS SERIES TRUST X MFS Conservative Allocation Fund MFS Moderate Allocation Fund MFS Growth Allocation Fund MFS Aggressive Growth Allocation Fund MFS International Diversification Fund MFS...
Custody and Related Services Agreement • September 27th, 2005 • MFS Series Trust XII

MFS SERIES TRUST X MFS Conservative Allocation Fund MFS Moderate Allocation Fund MFS Growth Allocation Fund MFS Aggressive Growth Allocation Fund MFS International Diversification Fund

AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • June 17th, 2022 • MFS Series Trust Xii • New York

This Amendment (this “Amendment”) to the Global Custody Agreement, dated as of November 13, 2006 (as amended from time to time, the “Agreement”), by and among JPMorgan Chase Bank, N.A. (the “Bank”), and each entity listed on Appendix A thereto (each, a “Fund” and collectively, the “Funds”), is made and entered into on this May 3, 2022.

EXHIBIT NO. 99.8(e) MASTER CLASS R PLAN ADMINISTRATION AND SERVICE AGREEMENT FORM OF EXHIBIT A AS OF JULY 26, 2005 FUNDS MASSACHUSETTS INVESTORS GROWTH STOCK FUND MASSACHUSETTS INVESTORS TRUST MFS GOVERNMENT SECURITIES FUND MFS SERIES TRUST I MFS Cash...
Master Class R Plan Administration and Service Agreement • July 1st, 2005 • MFS Series Trust XII

MASSACHUSETTS INVESTORS GROWTH STOCK FUND MASSACHUSETTS INVESTORS TRUST MFS GOVERNMENT SECURITIES FUND MFS SERIES TRUST I MFS Cash Reserve Fund MFS Core Equity Fund MFS Core Growth Fund MFS New Discovery Fund MFS Research International Fund MFS Strategic Growth Fund MFS Technology Fund MFS Value Fund MFS SERIES TRUST II MFS Emerging Growth Fund MFS SERIES TRUST III MFS High Income Fund MFS SERIES TRUST IV MFS Mid Cap Growth Fund MFS SERIES TRUST V MFS International New Discovery Fund MFS Research Fund MFS Total Return Fund MFS SERIES TRUST VI MFS Global Equity Fund MFS Global Total Return Fund MFS Utilities Fund MFS SERIES TRUST VII MFS Capital Opportunities Fund MFS SERIES TRUST VIII MFS Global Growth Fund MFS SERIES TRUST IX MFS Bond Fund MFS Intermediate Investment Grade Bond Fund MFS Limited Maturity Fund MFS Research Bond Fund MFS Inflation-Adjusted Bond Fund MFS SERIES TRUST X MFS Aggressive Growth Allocation Fund MFS Conservative Allocation Fund MFS Growth Allocation Fund MFS In

The Investment Sub-Advisory Agreement, dated December 29, 2006, for MFS Series Trust XII, is contained in Post-Effective Amendment No. 6 to the Registration Statement for MFS Series Trust XII (File Nos. 333-126328 and 811-21780), as filed with the...
Investment Sub-Advisory Agreement • June 28th, 2007 • MFS Series Trust XII

The Investment Sub-Advisory Agreement, dated December 29, 2006, for MFS Series Trust XII, is contained in Post-Effective Amendment No. 6 to the Registration Statement for MFS Series Trust XII (File Nos. 333-126328 and 811-21780), as filed with the Securities and Exchange Commission via EDGAR on March 2, 2007, under Rule 485 under the Securities Act of 1933. Such document is incorporated herein by reference.

AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • June 17th, 2022 • MFS Series Trust Xii • New York

This Amendment (this “Amendment”) to the Fund Accounting Agreement, dated as of November 13, 2006 (as amended from time to time, the “Agreement”), by and among JPMorgan Chase Bank, N.A. (the “Bank”), and each entity listed on Appendix A thereto (each, a “Fund” and collectively, the “Funds”), is made and entered into on this May 3, 2022.

AMENDMENT No. 5 DATED July 17, 2012 TO THE AMENDED AND RESTATED SPECIAL SERVICING AGREEMENT DATED JANUARY 1, 2010
Special Servicing Agreement • August 15th, 2012 • MFS Series Trust XII

Amendment to the Amended and Restated Special Servicing Agreement (the “Agreement”) by and among (i) MFS Series Trust X, a Massachusetts business trust, on behalf of each of its series listed in Appendix A to the Agreement; (ii) MFS Series Trust XII, a Massachusetts business trust, on behalf of each of its series listed in Appendix A to the Agreement (all series listed in Appendix A are referred to collectively as the “Top-Tier Funds”); (iii) MFS Series Trust II, a Massachusetts business trust on behalf of its series listed in Appendix B to the Agreement; (iv) MFS Series Trust III, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (v) MFS Series Trust IV, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (vi) MFS Series Trust V, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (vii) MFS Series Trust IX, a Massachusetts business

MASTER ADMINISTRATIVE SERVICES AGREEMENT Amended and Restated As of January 1, 2008 Exhibit A, as revised: February 27, 2007 (Addition of MFS Series Trust XIV) May 1, 2007 (Redesignation of MFS Capital Opportunities Series to MFS Core Equity Series)...
Master Administrative Services Agreement • August 15th, 2012 • MFS Series Trust XII

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds, other than the MFS Institutional Money Market Portfolio, shall pay the Administrator each calendar year (the “Contract Period”) a fee in an aggregate amount approved by the MFS Funds Board for such calendar year, as it may be amended by the Board from time to time (the “Approved Annual Fee”). The Approved Annual Fee shall be allocated among the Funds and paid by the Funds in accordance with the methodology described below. For calendar year 2012, the Approved Annual Fee is $12,942,777.

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