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...

                                    SUB-ITEM 77Q1(e)

                                   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 XXXXX on March 28,
2002. Such document is incorporated herein by reference.