EXHIBIT NO. 99.5(b)
AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of January 1, 1996 to the Investment Advisory Agreement dated
December 19, 1985 by and between MFS Series Trust X (formerly, MFS Government
Securities High Yield Trust) (the "Trust") on behalf of MFS Government Mortgage
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: 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
to be provided, the Fund shall pay to the Adviser an
investment advisory fee computed and paid monthly in
an amount equal to 0.45% of the Fund's average daily
net assets 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 X, on behalf of
MFS GOVERNMENT MORTGAGE FUND
By: A. XXXXX XXXXXXX
A. Xxxxx Xxxxxxx, Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, Senior
Executive Vice President
