Money Market Variable Account /Ma/ Sample Contracts

WITNESSETH:
Investment Management Agreement • March 6th, 1998 • Money Market Variable Account /Ma/
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CUSTODIAN CONTRACT between TOTAL RETURN VARIABLE ACCOUNT and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • March 6th, 1998 • Money Market Variable Account /Ma/ • Massachusetts
APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES DATED DECEMBER 18, 2006 (the “Agreement”)
Custodian Agreement • April 29th, 2010 • Money Market Variable Account /Ma/

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

MASTER ADMINISTRATIVE SERVICES AGREEMENT (COMPASS) Amended and Restated January 1, 2008 Exhibit A revised as of: January 1, 2009 Exhibit D revised as of: August 1, 2008 January 1, 2009 August 1, 2009 January 1, 2010
Master Administrative Services Agreement • April 29th, 2010 • Money Market Variable Account /Ma/

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (the “Contract Period”) a fee in an aggregate amount approved by the MFS Variable Insurance Trust II and Compass 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 2010, the Approved Annual Fee is $2,567,936.

WITNESSETH
Marketing Coordination Agreement • April 30th, 2002 • Money Market Variable Account /Ma/ • Massachusetts
APPENDIX A TO FUND ACCOUNTING AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO DATED DECEMBER 18, 2006 (the “Agreement”)
Money Market Variable Account /Ma/ • April 29th, 2010

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

MASTER ADMINISTRATIVE SERVICES AGREEMENT (COMPASS) Amended and Restated January 1, 2008 Exhibit A revised as of: January 1, 2009 November 1, 2010 Exhibit D revised as of: August 1, 2008 January 1, 2009 August 1, 2009 January 1, 2010 January 1, 2011
Master Administrative Services Agreement • April 28th, 2011 • Money Market Variable Account /Ma/

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (the “Contract Period”) a fee in an aggregate amount approved by the MFS Variable Insurance Trust II and Compass 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 2011, the Approved Annual Fee is $2,567,936.

WITNESSETH
Dealer Supervisory and Service Agreement • March 6th, 1998 • Money Market Variable Account /Ma/ • Massachusetts
AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT (COMPASS)
Master Administrative Services Agreement • April 28th, 2011 • Money Market Variable Account /Ma/ • Massachusetts

WHEREAS, each of the investment companies listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) is a party to the Master Administrative Services Agreement, dated the 1st day of March 1997, as amended and restated the 1st day of January, 2008, as amended (the “Agreement”) with Massachusetts Financial Services Company (“Administrator”); and

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