0001193125-08-167518 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 6th, 2008 • MFS Government Markets Income Trust

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of January, 2002, by and between MFS GOVERNMENT MARKETS INCOME TRUST, a Massachusetts business trust (the “Trust”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

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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 • August 6th, 2008 • MFS Government Markets Income Trust • Massachusetts

MASTER ADMINISTRATIVE SERVICES AGREEMENT initially dated the 1st day of March, 1997, and as amended and restated as of this 1st day of January, 2008, by and among Massachusetts Financial Services Company, a Delaware corporation (the “Administrator”), and 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”).

AMENDMENT
MFS Government Markets Income Trust • August 6th, 2008

AMENDMENT, made as of the 29th day of June 2007 to the Transfer Agency and Services Agreement dated as of December 18, 2006 (the “Agreement”), by and between each of the MFS closed-end investment companies listed on Exhibit A separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (collectively, the “Customer”), “Computershare Inc., f/k/a Computershare Shareholder Services, Inc.”, a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent”).

CLOSED-END FUND OVERSIGHT AGREEMENT January 1, 2007 Exhibit A, as of: June 29, 2007 (Addition of Colonial Funds)
Oversight Agreement • August 6th, 2008 • MFS Government Markets Income Trust • Massachusetts

WHEREAS, the Funds have engaged Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the Funds pursuant to that certain Transfer Agency and Service Agreement dated as of December 18, 2006 by and among the Funds, Computershare and Computershare Shareholder Services, Inc. (“CSS”) (the “TA Agreement”) pursuant to which Computershare provides transfer agency services to the Funds and CSS acts as the agent for the Funds’ dividend reinvestment plans;

Transfer Agency and Service Agreement Between Each of the MFS Closed-end Investment Companies Listed on Exhibit A Attached Hereto and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.
Agreement • August 6th, 2008 • MFS Government Markets Income Trust • Massachusetts

AGREEMENT made as of the 13th day of December, 2006 by and between each of the MFS closed-end investment companies listed on Exhibit A attached hereto, separately and not jointly, each being a Massachusetts business trust (each a “Fund”), having its principal office and place of business at 500 Boylston Street, Boston, Massachusetts 02116 (each individually and collectively, the “Customer”), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually “CSS” and the “Trust Company”, respectively).

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