EXHIBIT NO. 99.4(b) INVESTMENT ADVISORY AGREEMENT

                                                             EXHIBIT NO. 99.4(b)


                          INVESTMENT ADVISORY AGREEMENT

                                   Appendix A

                            Funds and Effective Dates



Fund                                                            Effective Date

MFS Bond Fund                                                   January 1, 2002
MFS Limited Maturity Fund                                       January 1, 2002
MFS Municipal Limited Maturity Fund                             January 1, 2002
MFS Intermediate Investment Grade Bond Fund                     January 1, 2002
MFS Research Bond Fund                                          January 1, 2002
MFS Research Bond Fund J                                        October 17, 2002
MFS Emerging Opportunities Fund                                 January 1, 2002
MFS Large Cap Value Fund                                        January 1, 2002
MFS High Quality Bond Fund                                      January 1, 2002






                                   Appendix B

                           Compensation to the Adviser


The  investment  advisory  fee payable by each Fund shall be  computed  and paid
monthly at the annual rate equal to that Fund's average daily net assets for its
then current fiscal year noted below:

Fund                                            Rate

MFS Bond Fund                           0.39% of the first $1.1 billion
                                        0.38% of the amount in excess of
                                        $1.1 billion

MFS Limited Maturity Fund               0.40%

MFS Municipal Limited Maturity Fund     0.40%

MFS Intermediate Investment Grade Bond  0.50%
Fund

MFS Research Bond Fund                  0.50%

MFS Research Bond Fund J                0.50%

MFS Emerging Opportunities Fund         0.75%

MFS Large Cap Value Fund                0.75%

MFS High Quality Bond Fund              0.50%