MFS Variable Insurance Trust Sample Contracts

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WITNESSETH: -----------
Investment Advisory Agreement • February 23rd, 2001 • MFS Variable Insurance Trust
WITNESSETH
Investment Advisory Agreement • August 28th, 2017 • MFS Variable Insurance Trust
WITNESSETH:
Investment Advisory Agreement • April 26th, 2005 • MFS Variable Insurance Trust
FORM OF
Investment Advisory Agreement • October 12th, 2001 • MFS Variable Insurance Trust • Massachusetts
CUSTODIAN AGREEMENT Between MFS VARIABLE INSURANCE TRUST and INVESTORS BANK & TRUST COMPANY
Custodian Agreement • October 26th, 1995 • MFS Variable Insurance Trust • Massachusetts
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Variable Insurance Trust • April 27th, 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 • April 27th, 2017 • MFS Variable Insurance Trust • 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

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 18th, 2014 • MFS Variable Insurance Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made this 31st day of July, 2014, by and between MFS Variable Insurance Trust II, a Massachusetts business trust (“Trust II”), on behalf of MFS Utilities Portfolio, a segregated portfolio of assets (“series”) thereof (the “Acquired Fund”), and MFS Variable Insurance Trust, a Massachusetts business trust (“Trust I”), on behalf of MFS Utilities Series, a segregated portfolio of assets (“series”) thereof (the “Surviving Fund”), each with its principal place of business at 111 Huntington Avenue, Boston, Massachusetts 02199-7618. Each of the Acquired Fund and the Surviving Fund are also referred to herein as a “Fund” and, together, as the “Funds.”

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 11th, 2013 • MFS Variable Insurance Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made this 26th day of November, 2012, by and between Sun Capital Advisers Trust (“Sun Capital Trust”), a Delaware statutory trust with its principal place of business at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, on behalf of each “Acquired Fund” listed below, MFS Variable Insurance Trust (“MFS VIT”), a Massachusetts business trust with its principal place of business at 500 Boylston Street, Boston, Massachusetts 02116, on behalf of each corresponding “Surviving Fund” listed below and, solely with respect to paragraphs 9.2 and 11.2, Massachusetts Financial Services Company (“MFS”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • April 29th, 2009 • MFS Variable Insurance Trust

AMENDMENT dated as of January 1, 2009 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Variable Insurance Trust (the “Trust”) on behalf of MFS Core Equity Series, MFS Growth Series, MFS Global Equity Series, MFS High Income Series, MFS Investors Growth Stock Series, MFS Investors Trust Series, MFS Mid Cap Growth Series, MFS New Discovery Series, MFS Research Bond Series, MFS Research Series, MFS Strategic Income Series, MFS Total Return Series, MFS Utilities Series, and MFS Value Series (each, a “Fund”), each a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

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 • April 28th, 2011 • MFS Variable Insurance Trust

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 A
MFS Variable Insurance Trust • April 29th, 2015
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • April 27th, 2018 • MFS Variable Insurance Trust

AMENDMENT effective as of April 28, 2017 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Variable Insurance Trust (the “Trust”) on behalf the MFS Investors Trust Series, the MFS Total Return Bond Series, and the MFS Value Series (each, a “Fund”), each a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

EXHIBIT NO. 99.8(e) MASTER ADMINISTRATIVE SERVICES AGREEMENT
MFS Variable Insurance Trust • April 26th, 2005
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • April 27th, 2017 • MFS Variable Insurance Trust

AMENDMENT dated as of August 1, 2016 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Variable Insurance Trust (the “Trust”) on behalf the MFS Utilities Series (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Variable Insurance Trust • April 28th, 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

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EXHIBIT A TO SHAREHOLDER SERVICING AGENT AGREEMENT (THE "AGREEMENT")
MFS Variable Insurance Trust • April 30th, 2003

Pursuant to Section 7 of the Agreement, the fees to be paid by each Fund to MFS Service Center, Inc. ("MFSC"), for MFSC's services as shareholder servicing agent under the Agreement, are 0.035% per annum of each Fund's average daily net assets.

FORM OF CUSTODIAN CONTRACT
Form of Custodian Contract • April 27th, 1998 • MFS Variable Insurance Trust
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • April 28th, 2020 • MFS Variable Insurance Trust

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

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • April 27th, 2017 • MFS Variable Insurance Trust

AMENDMENT effective as of April 29, 2016 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Variable Insurance Trust (the “Trust”) on behalf the MFS Global Equity Series and the MFS Total Return Series (each, a “Fund”), each a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

WITNESSETH:
Master Investment Advisory Agreement • February 25th, 2002 • MFS Variable Insurance Trust
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