EXHIBIT 99.5(a)
AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of August 9, 1995 to the Investment Advisory Agreement dated
August 1, 1993 by and between MFS Series Trust II (the "Trust") on behalf of MFS
Emerging Growth Fund (formerly, MFS Lifetime Emerging Growth Fund) (the "Fund"),
a series of the Trust, and Massachusetts Financial Services Company, a Delaware
corporation (the "Adviser") (the "Agreement").
WITNESSETH
WHEREAS, the Trust on behalf of the Fund has entered into the Agreement with the
Adviser; and
WHEREAS, MFS has agreed to amend the Agreement as provided below;
NOW THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. Amendment of the Agreement: Effective as of July 1, 1995, the first
sentence of Article 3 of the Agreement is deleted and replaced in its entirety
as follows:
"For the services to be rendered and the facilities provided,
the Fund shall pay to the Adviser an investment advisory fee
computed and paid monthly in an amount equal to the sum of
0.75% of the first $2.5 billion of the Fund's average daily
net assets and 0.70% of the amount in excess of $2.5 billion,
in each case on an annualized basis for the Fund's
then-current fiscal year."
2. Miscellaneous: Except as set forth in this Amendment, the Agreement
shall remain in full force and effect, without amendment or modification.
3. Prior Amendments: This Amendment supercedes any and all previous
amendments to the Agreement.
4. Limitation of Liability of the Trustees and Shareholders: A copy of
the Trust's Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts. The parties hereto acknowledge that the
obligations of or arising out of this instrument are not binding upon any of the
Trust's trustees, officers, employees, agents or shareholders individually, but
are binding solely upon the assets and property of the Trust in accordance with
its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the parties hereto
also agree that the obligations of each series hereunder shall be several and
not joint, in accordance with its proportionate interest hereunder, and the
parties hereto agree not to proceed against any series for the obligations of
another series.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to
be executed and delivered in the names and on their behalf by the undersigned,
therewith duly authorized, all as of the day and year first above written.
MFS SERIES TRUST II,
on behalf of MFS EMERGING GROWTH FUND
By: /s/ A. XXXXX XXXXXXX
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A. Xxxxx Xxxxxxx, Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Senior
Executive Vice President
