MFS Series Trust Vii Sample Contracts

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WITNESSETH
Investment Advisory Agreement • March 30th, 2016 • MFS Series Trust Vii

AMENDMENT effective as of January 28, 2016 to the Investment Advisory Agreement dated September 26, 2012 (the "Agreement") by and between MFS Series Trust VII (the "Trust") on behalf of the MFS Equity Income Fund (the "Fund"), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the "Adviser").

WITNESSETH:
Investment Advisory Agreement • March 28th, 2002 • MFS Series Trust Vii
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 23rd, 2022 • MFS Series Trust Vii • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this 7th day of February, 2022, by and between MFS SERIES TRUST VII, 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 22nd, 2011 • MFS Series Trust Vii

INVESTMENT ADVISORY AGREEMENT, dated this 14th day of September, 2010, by and between MFS SERIES TRUST VII, a Massachusetts business trust (the “Trust”), on behalf of its series of shares (each a “Fund”) listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

BETWEEN
MFS Series Trust Vii • December 1st, 1995 • Massachusetts
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Vii • November 22nd, 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 SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Vii • November 22nd, 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

AMENDMENT TO DISTRIBUTION AGREEMENTS
Distribution Agreements • November 22nd, 2016 • MFS Series Trust Vii • 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

Date: August 1, 1985
Servicing Agent Agreement • December 1st, 1995 • MFS Series Trust Vii • Massachusetts
Master Administrative Services Agreement - Exhibit D Administrative Fee
MFS Series Trust Vii • March 13th, 2017

In return for the Administrative Services provided by the Administrator under this Agreement, the Funds shall pay the Administrator each calendar year (each a “Contract Period”) a fee (the “Annual Fee”) in an aggregate amount which reimburses the Administrator for one-hundred percent (100%) of its total costs of providing Administrative Services for the Contract Period (“Total Allocable Costs”), subject to any adjustments as described herein. In determining Total Allocable Costs, the Administrator shall allocate expenses of its Fund Treasury, Legal, Compliance, Corporate and Electronic Communications, Performance, IT Development and IT Operations Departments (the “Participating Departments”) among (i) expenses incurred in providing Administrative Services for the Funds, (ii) expenses incurred in providing Administrative Services for its non-U.S. funds and (iii) expenses incurred in connection with activities other than providing Administrative Services for the Funds and MFS’ non-US Fun

APPENDIX A TO FUND ACCOUNTING AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO DATED DECEMBER 18, 2006 (the “Agreement”)
Fund Accounting Agreement • November 27th, 2012 • MFS Series Trust Vii

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

Master Administrative Services Agreement - Exhibit A
MFS Series Trust Vii • November 26th, 2019
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • November 27th, 2017 • MFS Series Trust Vii

AMENDMENT effective as of August 1, 2017 to the Investment Advisory Agreement dated September 26, 2012 (the “Agreement”) by and between MFS Series Trust VII (the “Trust”) on behalf of the MFS Equity Income Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

SUB-ITEM 77Q1(E) The Investment Advisory Agreement dated September 26, 2012, by and between MFS Series Trust VII, on behalf of its series MFS Equity Income Fund, and Massachusetts Financial Services Company, is contained in Post- Effective Amendment...
Investment Advisory Agreement • March 28th, 2013 • MFS Series Trust Vii

The Investment Advisory Agreement dated September 26, 2012, by and between MFS Series Trust VII, on behalf of its series MFS Equity Income Fund, and Massachusetts Financial Services Company, is contained in Post-Effective Amendment No. 46 to the Registration Statement for MFS Series Trust VII (File Nos. 2-68918 and 811-3090), as filed with the Securities and Exchange Commission via EDGAR on November 27, 2012, under Rule 485 under the Securities Act of 1933. Such document is incorporated herein by reference.

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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Advisory Agreement • November 22nd, 2016 • MFS Series Trust Vii

AMENDMENT effective as of January 28, 2016 to the Investment Advisory Agreement dated September 26, 2012 (the “Agreement”) by and between MFS Series Trust VII (the “Trust”) on behalf of the MFS Equity Income Fund (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES DATED DECEMBER 18, 2006 (the “Agreement”)
Custodian Agreement • November 27th, 2012 • MFS Series Trust Vii

IN WITNESS WHEREOF, each of the parties has caused this Appendix A to be executed in its name and behalf on the day and year first above written.

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