0001104659-11-065717 Sample Contracts

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”).

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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

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