AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT effective as of April 28, 2017 to the Investment Advisory Agreement
dated January 1, 2012 (the "Agreement") by and between MFS Variable Insurance
Trust II (the "Trust") on behalf the MFS Core Equity Portfolio, the MFS Global
Governments Portfolio, and the MFS Global Tactical Allocation Portfolio (each, a
"Fund"), each a series of the Trust, and Massachusetts Financial Services
Company, a Delaware corporation (the "Adviser").
WITNESSETH
WHEREAS, the Trust on behalf of each Fund has entered into the Agreement with
the Adviser; and
WHEREAS, the Trust and the Adviser have 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:
Article 3. Compensation of the Adviser: The reference to each Fund in
Appendix B of the Agreement is deleted and replaced in its entirety as follows:
MFS Core Equity Portfolio 0.75% of the Fund's average daily net
assets annually up to $1 billion;
0.65% of the Fund's average daily net
assets annually in excess of $1
billion and up to $2.5 billion; and
0.60% of the Fund's average daily net
assets annually in excess of $2.5
billion.
MFS Global Governments Portfolio 0.75% of the Fund's average daily net
assets annually up to $300 million;
0.675% of the Fund's average daily
net assets annually in excess of $300
million and up to $1 billion; and
0.625% of the Fund's average daily
net assets annually in excess of $1
billion.
MFS Global Tactical Allocation Portfolio0.75% of the Fund's average daily
net assets annually up to $300
million;
0.675% of the Fund's average daily
net assets annually in excess of $300
million and up to $2.5 billion; and
0.65% of the Fund's average daily net
assets annually in excess of $2.5
billion.
Miscellaneous: Except as set forth in this Amendment, the Agreement
shall remain in full force and effect, without amendment or modification.
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 VARIABLE INSURANCE TRUST II, on
behalf of each of MFS Core Equity
Portfolio, MFS Global Governments
Portfolio, and MFS Global Tactical
Allocation Portfolio
By: XXXXXXX X. COLLINS________
Xxxxxxx X. Xxxxxxx
Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By: XXXXXX X. MANNING_______
Xxxxxx X. Xxxxxxx
Co-Chief Executive Officer
