AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MFS VARIABLE INSURANCE TRUST III Dated as of December 7, 2012Agreement and Declaration of Trust • December 10th, 2012 • Sun Capital Advisers Trust • Delaware
WHEREAS, MFS Variable Insurance Trust III (formerly Sun Capital Advisers Trust) was established pursuant to an Agreement and Declaration of Trust dated July 13,1998, as amended (the “Original Declaration”), for the investment and reinvestment of funds contributed thereto;
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 10th, 2012 • Sun Capital Advisers Trust
INVESTMENT ADVISORY AGREEMENT, dated this 7th day of December, 2012, by and between MFS VARIABLE INSURANCE TRUST III (formerly, Sun Capital Advisers Trust), a Delaware statutory 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”).
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 • December 10th, 2012 • Sun Capital Advisers Trust
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 Amended and Restated As of January 1, 2008 Exhibit A, as revised: February 27, 2007 (Addition of MFS Series Trust XIV) May 1, 2007 (Redesignation of MFS Capital Opportunities Series to MFS Core Equity Series)...Master Administrative Services Agreement • December 10th, 2012 • Sun Capital Advisers Trust
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 • December 10th, 2012 • Sun Capital Advisers Trust
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.
DISTRIBUTION AGREEMENTDistribution Agreement • December 10th, 2012 • Sun Capital Advisers Trust • Massachusetts
DISTRIBUTION AGREEMENT, made this 7th day of December 2012, by and between MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (the “Trust”), on behalf of each series from time to time of the Trust (referred to individually as a “Fund” and collectively as the “Funds”) and MFS FUND DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”);
MFS VARIABLE INSURANCE TRUST III Boston, Massachusetts 02199Sun Capital Advisers Trust • December 10th, 2012 • Massachusetts
MFS Variable Insurance Trust III which is a Delaware business trust (referred to as the “Fund”), is an open-end registered investment company. The Fund has selected you to act as its Shareholder Servicing Agent and you hereby agree to act as such Agent and to perform the duties and functions thereof in the manner and on the conditions hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:
