MFS Series Trust Iii Sample Contracts

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FORM OF
Custodian Agreement • March 31st, 2005 • MFS Series Trust Iii
WITNESSETH
Investment Advisory Agreement • March 29th, 2018 • MFS Series Trust Iii
MFS SERIES TRUST III 500 Boylston Street o Boston o Massachusetts o 02116 (617) o 954-5000
MFS Series Trust Iii • May 30th, 2000

This will confirm our understanding that Exhibit B to the Shareholder Servicing Agent Agreement between us, dated August 1, 1985, as amended, is hereby amended, effective immediately, to read in its entirety as set forth on Attachment 1 hereto.

WITNESSETH:
Investment Advisory Agreement • March 31st, 1999 • MFS Series Trust Iii
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 30th, 2013 • MFS Series Trust Iii • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this 22nd day of March, 2013, by and between MFS SERIES TRUST III, a Massachusetts business trust (the “Trust”), on behalf of its series of shares (the “Fund”) listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Iii • May 31st, 2011 • Massachusetts

WHEREAS, each of the investment companies listed on Annex A hereto (each a “Fund” and collectively the “Funds”) is a party to a Shareholder Servicing Agreement, as amended, (the “Agreements”) with MFS Service Center, Inc. (“MFSC”); and

Date August 1, 1985
MFS Series Trust Iii • October 13th, 1995 • Massachusetts
Dealer Agreement MFS FUND DISTRIBUTORS, INC.
Dealer Agreement • May 26th, 2016 • MFS Series Trust Iii • Massachusetts

MFS Fund Distributors, Inc. (“we” or “us”) is the distributor of the shares of beneficial interest (the “Shares”) of each of certain MFS open-end investment companies (or constituent series thereof) registered under the Investment Company Act of 1940, as amended (the “Funds”).* As agent for the Funds we offer their Shares for sale in accordance with the terms and conditions contained in the statutory prospectus and statement of additional information, as amended and supplemented from time to time, (collectively, the “Prospectus”) of each Fund. (Each current Prospectus is available on mfs.com.) As you are a member firm of the Financial Industry Regulatory Authority (“FINRA”), you may serve as a non-exclusive broker/dealer to distribute the Shares under the following terms and conditions:

Master Administrative Services Agreement - Exhibit A
MFS Series Trust Iii • May 28th, 2015
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Iii • May 26th, 2016 • Massachusetts

WHEREAS, each of the investment companies listed on Annex A hereto (each a “Fund” and collectively the “Funds”) is a party to a Shareholder Servicing Agreement, as amended, (the “Agreements”) with MFS Service Center, Inc. (“MFSC”); and

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • May 28th, 2009 • MFS Series Trust Iii

AMENDMENT dated as of February 1, 2009 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust III (the “Trust”) on behalf of MFS Municipal High Income Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

AMENDMENT TO DISTRIBUTION AGREEMENTS
Distribution Agreements • May 26th, 2016 • MFS Series Trust Iii • Massachusetts

WHEREAS, each series from time to time of each Trust listed on Annex A hereto (referred to individually as a “Fund” and collectively as the “Funds”) is a party to a Distribution Agreement, as amended, (the “Agreements”) with MFS Fund Distributors, Inc. (the “Distributor”); and

Master Administrative Services Agreement - Exhibit A
MFS Series Trust Iii • May 26th, 2022
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SUB-ITEM 77Q1(E) The Investment Advisory Agreement dated March 22, 2013, by and between MFS Series Trust III, on behalf of its series MFS High Yield Pooled Portfolio, and Massachusetts Financial Services Company, is contained in Post- Effective...
Investment Advisory Agreement • September 26th, 2013 • MFS Series Trust Iii

The Investment Advisory Agreement dated March 22, 2013, by and between MFS Series Trust III, on behalf of its series MFS High Yield Pooled Portfolio, and Massachusetts Financial Services Company, is contained in Post-Effective Amendment No. 53 to the Registration Statement for MFS Series Trust III (File Nos. 2-60491 and 811-2794), as filed with the Securities and Exchange Commission via EDGAR on May 30, 2013, under Rule 485 under the Securities Act of 1933. Such document is incorporated herein by reference.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • May 30th, 2018 • MFS Series Trust Iii

AMENDMENT effective as of August 1, 2017 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust III (the “Trust”) on behalf the MFS Municipal High Income Fund (a “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

Master Administrative Services Agreement - Exhibit A
MFS Series Trust Iii • May 28th, 2020
AMENDMENT No. 10 DATED April 4, 2017 TO THE AMENDED AND RESTATED SPECIAL SERVICING AGREEMENT DATED JANUARY 1, 2010
Special Servicing Agreement • May 30th, 2017 • MFS Series Trust Iii

Amendment to the Amended and Restated Special Servicing Agreement (the “Agreement”), as amended, by and among (i) MFS Series Trust X, a Massachusetts business trust, on behalf of each of its series listed in Appendix A to the Agreement; (ii) MFS Series Trust III, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (iii) MFS Series Trust IV, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (iv) MFS Series Trust IX, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (v) MFS Series Trust X, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; and (vi) MFS Series Trust XIII, a Massachusetts business trust, on behalf of its series listed in Appendix B to the Agreement (all series listed in Appendix B are referred to as the “Underlying Funds”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • May 28th, 2020 • MFS Series Trust Iii

AMENDMENT effective as of August 1, 2018 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust III (the “Trust”) on behalf the MFS Municipal High Income Fund (a “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • May 26th, 2016 • MFS Series Trust Iii • Massachusetts

WHEREAS, each of the funds (or trusts acting on behalf of their series) listed from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”) is a party to the Master Administrative Services Agreement, as amended, (the “Agreement”), by and among Massachusetts Financial Services Company, a Delaware corporation (the “Administrator”); and

W I T N E S S E T H:
Administration and Service Agreement • March 31st, 2005 • MFS Series Trust Iii • Massachusetts
AMENDMENT TO MASTER 529 ADMINISTRATIVE SERVICES AGREEMENT
Master 529 Administrative Services Agreement • May 26th, 2016 • MFS Series Trust Iii • Massachusetts

WHEREAS, each of the funds (or trusts acting on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”) is a party to the Master 529 Administrative Services Agreement, as amended, (the “Agreement”), by and among MFS Fund Distributors, Inc., a Delaware corporation (the “Administrator”); and

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • May 30th, 2018 • MFS Series Trust Iii

AMENDMENT effective as of May 31, 2017 to the Investment Advisory Agreement dated January 1, 2002 (the “Agreement”) by and between MFS Series Trust III (the “Trust”) on behalf the MFS Global High Yield Fund, the MFS High Income Fund, and the MFS Municipal High Income Fund (each, a “Fund”), each a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

WITNESSETH:
MFS Series Trust Iii • May 15th, 1998
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