AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of November 1, 2008 to the Investment Advisory Agreement
dated January 1, 2002 (the "Agreement") by and between MFS Institutional Trust
(the "Trust") on behalf of MFS Institutional International Equity Fund and MFS
Institutional Large Cap Value Fund (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 Institutional International Equity Fund
0.75% of the first $1 billion;
0.70% of the next $1.5 billion;
0.65% of the amount in excess of
$2.5 billion
MFS Institutional Large Cap Value Fund 0.55%
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 Institutional Trust
on behalf of MFS Institutional International Equity Fund and
MFS Institutional Large Cap Value Fund
By: XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President
