EXHIBIT NO. 99.4(b)
INVESTMENT ADVISORY AGREEMENT
APPENDIX A
FUNDS AND EFFECTIVE DATES
Fund Effective Date
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MFS Government Mortgage Fund January 1, 2002
MFS Emerging Markets Equity Fund January 1, 2004
MFS New Endeavor Fund January 1, 2002
MFS International Growth Fund January 1, 2004
MFS International Value Fund January 1, 2004
MFS Strategic Value Fund January 1, 2002
MFS Emerging Markets Debt Fund January 1, 2002
MFS Gemini U.K. Fund January 1, 2002
MFS Global Value Fund January 1, 2002
MFS Conservative Allocation Fund June 28, 2002
MFS Moderate Allocation Fund June 28, 2002
MFS Growth Allocation Fund June 28, 2002
MFS Aggressive Growth Allocation Fund June 28, 2002
MFS International Diversification Fund September 30, 2004
MFS Floating Rate High Income Fund January 5, 2005
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
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MFS Government Mortgage Fund 0.45%
MFS Emerging Markets Equity Fund 1.05% on first $500 million
1.00% in excess of $500 million
MFS New Endeavor Fund 0.75%
MFS International Growth Fund 0.90% of first $1 billion
0.80% of next $1 billion
0.70% in excess of $2 billion
MFS International Value Fund 0.90% of first $1 billion
0.80% of next $1 billion
0.70% in excess of $2 billion
MFS Strategic Value Fund 0.75%
MFS Emerging Markets Debt Fund 0.75%
MFS Gemini U.K. Fund 1.00%
MFS Global Value Fund 1.00%
MFS Conservative Allocation Fund 0.00%
MFS Moderate Allocation Fund 0.00%
MFS Growth Allocation Fund 0.00%
MFS Aggressive Growth Allocation Fund 0.00%
MFS International Diversification Fund 0.00%
MFS Floating Rate High Income Fund 0.65%