Common use of Asset-Based Fee Clause in Contracts

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 million, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 millionmillion up to $4.0 billion, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds. calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1Funds”)2, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 millionmillion up to $4.0 billion, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 millionmillion up to $4.0 billion, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 million, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1Funds”)(1), shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 million, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.

Asset-Based Fee. In addition to the Fixed Fee, each Fund, other than Funds that invest substantially all of their assets in other Funds (“Asset Allocation Funds”)1Funds”) and MFS High Yield Pooled Portfolio2, shall pay a fee at an annual rate, stated as a percentage of the average daily net assets of the Fund on all net assets in excess of $50 millionmillion up to $4.0 billion, equal to a rate which when applied to the Fund’s net assets in excess of such minimum, other than the Asset Allocation Funds Funds, MFS High Yield Pooled Portfolio, and the MFS Institutional Money Market Portfolio, as of the end of the calendar month prior to such determination, and when added to the Fixed Fees, is reasonably calibrated to pay the Administrator the Approval Annual Fee for the applicable Contract Period. As necessary, the rate shall be adjusted from time to time based on the then current asset levels, in the discretion of the Administrator, if changes in asset levels warrant such adjustment. The Administrator shall report any changes to the asset based fee to the MFS Funds Board for ratification at the next Board meeting following such change and shall report semi-annually to the MFS Funds Board the actual amount of payments received by the Administrator (report to the September Board meeting for payments for the six-month period ending June 30 and to the February meeting for payments for the six and twelve month periods ending December 31). If during a Contract Period Funds either join the Agreement pursuant to Section 9(d) or terminate pursuant to Section 8, the asset-based fee shall be adjusted, if necessary, so that the total of payments expected to be paid by the Funds will continue to be reasonably calibrated to pay the Administrator the Approved Annual Fee for the applicable Contract Period. 1 The Asset Allocation Funds will only be charged the fixed fee of $17,500. The Asset Allocation Funds already incur administrative services fees indirectly through their holdings in the underlying Funds.the