MFS Series Trust Ii Sample Contracts

ARTICLE I APPOINTMENT OF CUSTODIAN
Custodian Agreement • January 26th, 2007 • MFS Series Trust Ii • New York
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WITNESSETH
Advisory Agreement • March 28th, 1996 • MFS Series Trust Ii
WITNESSETH:
Investment Advisory Agreement • May 29th, 1998 • MFS Series Trust Ii
September 10, 1986
MFS Series Trust Ii • October 13th, 1995
WITNESSETH: -----------
Investment Advisory Agreement • March 29th, 2000 • MFS Series Trust Ii
WITNESSETH: -----------
Investment Advisory Agreement • March 29th, 2000 • MFS Series Trust Ii
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Ii • March 29th, 2017 • 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 Agreements • March 29th, 2017 • MFS Series Trust Ii • 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

AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Ii • March 29th, 2011 • 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

Master Administrative Services Agreement - Exhibit D Administrative Fee
MFS Series Trust Ii • March 28th, 2019

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee (the “Annual Fee”) in an aggregate amount which reimburses the Administrator for one-hundred percent (100%) of its total costs of providing Administrative Services for the Contract Period (“Total Allocable Costs”), subject to any adjustments as described herein. In determining Total Allocable Costs, the Administrator shall allocate expenses of its Fund Treasury, Legal, Compliance, Corporate and Electronic Communications, Performance, IT Development and IT Operations Departments (the “Participating Departments”) among (i) expenses incurred in providing Administrative Services for the Funds, (ii) expenses incurred in providing Administrative Services for its non-U.S. funds and (iii) expenses incurred in connection with activities other than providing Administrative Services for the Funds and MFS’ non-US Fun

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 • March 27th, 2009 • MFS Series Trust Ii

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 2009, the Approved Annual Fee is $12,850,000.

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 • March 27th, 2008 • MFS Series Trust Ii • Massachusetts

MASTER ADMINISTRATIVE SERVICES AGREEMENT initially dated the 1st day of March, 1997, and as amended and restated as of this 1st day of January, 2008, by and among Massachusetts Financial Services Company, a Delaware corporation (the “Administrator”), and each of the funds (or trusts acting on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

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 • May 13th, 2011 • MFS Series Trust Ii

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 2011, the Approved Annual Fee is $12,942,777.

Master Administrative Services Agreement - Exhibit D Administrative Fee
MFS Series Trust Ii • March 29th, 2022

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee (the “Annual Fee”) in an aggregate amount which reimburses the Administrator for one-hundred percent (100%) of its total costs of providing Administrative Services for the Contract Period (“Total Allocable Costs”), subject to any adjustments as described herein.

Master Administrative Services Agreement
MFS Series Trust Ii • March 27th, 2024

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee (the “Annual Fee”) in an aggregate amount which reimburses the Administrator for one- hundred percent (100%) of its total costs of providing Administrative Services defined herein for the Contract Period (“Total Allocable Costs”) plus 50% of the annual cash compensation paid to the Funds' Chief Compliance Officer and any Third Party Cost Reimbursement, each as described below, subject to any adjustments as described herein.

MFS SERIES TRUST II The Trust's Investment Advisory Agreement dated January 1, 2002 was contained in MFS Series Trust II (File Nos. 33-7637 and 811-4775) Post-Effective Amendment No. 31 filed with the Securities and Exchange Commission via EDGAR on...
MFS Series Trust Ii • July 24th, 2002

The Trust's Investment Advisory Agreement dated January 1, 2002 was contained in MFS Series Trust II (File Nos. 33-7637 and 811-4775) Post-Effective Amendment No. 31 filed with the Securities and Exchange Commission via EDGAR on March 28, 2002. Such document is incorporated herein by reference.

AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • March 27th, 2024 • MFS Series Trust Ii

This AMENDMENT, dated as of March 6, 2024 (the "Amendment"), is made between Massachusetts Financial Services Company, a Delaware Corporation (the "Administrator") and each of the funds (or trusts acting on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

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ARTICLE I SERVICES AS FUND ACCOUNTING AGENT
Fund Accounting Agreement • January 26th, 2007 • MFS Series Trust Ii • Massachusetts
March 11, 1997
MFS Series Trust Ii • March 11th, 1997
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • March 29th, 2022 • MFS Series Trust Ii

AMENDMENT effective as of August 1, 2021 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust II (the “Trust”) on behalf of the MFS Growth Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

1 EXHIBIT 13 FORM OF CROSS-INDEMNITY AGREEMENT
MFS Series Trust Ii • March 11th, 1997
CUSTODIAN CONTRACT BETWEEN LIFETIME EMERGING GROWTH TRUST AND STATE STREET BANK AND TRUST COMPANY
MFS Series Trust Ii • October 13th, 1995 • Massachusetts
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • March 28th, 2018 • MFS Series Trust Ii

AMENDMENT effective as of March 30, 2017 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust II (the “Trust”) on behalf of the MFS Growth Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • March 26th, 2020 • MFS Series Trust Ii

AMENDMENT effective as of August 1, 2019 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust II (the “Trust”) on behalf of the MFS Growth Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • March 28th, 2012 • MFS Series Trust Ii

AMENDMENT dated as of August 27, 2011 to the Investment Advisory Agreement dated January 1, 2002 by and between MFS Series Trust II (the “Trust”) on behalf of the MFS Growth Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”) (the “Agreement”).

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