EXHIBIT NO. 99.1(a)

AMENDED AND RESTATED
DECLARATION OF TRUST

OF

MFS SERIES TRUST III

Dated as of December 16, 2004

                               TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I--Name and Definitions                                              1

     Section 1.1    Name                                                     1
     Section 1.2    Definitions                                              1

ARTICLE II--Trustees                                                         3

     Section 2.1    Number of Trustees                                       3
     Section 2.2    Term of Office of Trustees                               4
     Section 2.3    Resignation and Appointment of Trustees                  5
     Section 2.4    Vacancies                                                5
     Section 2.5    Delegation of Power to Other Trustees                    5

ARTICLE III--Powers of Trustees                                              6

     Section 3.1    General                                                  6
     Section 3.2    Investments                                              6
     Section 3.3    Legal Title                                              8
     Section 3.4    Issuance and Repurchase of Securities                    8
     Section 3.5    Borrowing Money; Lending Trust Property                  8
     Section 3.6    Delegation                                               8
     Section 3.7    Collection and Payment                                   8
     Section 3.8    Expenses                                                 9
     Section 3.9    Manner of Acting; By-Laws                                9
     Section 3.10   Miscellaneous Powers                                     9

ARTICLE IV--Investment Adviser, Distributor, Custodian and
              Transfer Agent                                                10

     Section 4.1    Investment Adviser                                      10
     Section 4.2    Distributor                                             11
     Section 4.3    Custodian                                               11
     Section 4.4    Transfer Agent                                          11
     Section 4.5    Parties to Contract                                     11

ARTICLE V--Limitations of Liability of Shareholders, Trustees and
             Others                                                         12

     Section 5.1    No Personal Liability of Shareholders                   12
     Section 5.2    Limitation of Liability of Trustees and Others          12
     Section 5.3    Mandatory Indemnification                               13
     Section 5.4    No Bond Required                                        16
     Section 5.5    No Duty of Investigation; Notice in Trust
                      Instruments                                           16
     Section 5.6    Good Faith Action; Reliance on Experts                  16
     Section 5.7    Derivative Actions                                      17

ARTICLE VI--Shares of Beneficial Interest                                   17

     Section 6.1    Beneficial Interest                                     17
     Section 6.2    Rights of Shareholders                                  18
     Section 6.3    Trust Only                                              18
     Section 6.4    Issuance of Shares                                      18
     Section 6.5    Register of Shares                                      19
     Section 6.6    Transfer of Shares                                      19
     Section 6.7    Notices                                                 19
     Section 6.8    Voting Powers                                           20
     Section 6.9    Series of Shares                                        21
     Section 6.10   Classes of Shares                                       23
     Section 6.11   Series and Class Designations                           23

ARTICLE VII--Redemptions                                                    24

     Section 7.1    Redemptions                                             24
     Section 7.2    Suspension of Right of Redemption                       24
     Section 7.3    Redemption of Shares; Disclosure of Holding             25

ARTICLE VIII--Determination of Net Asset Value, Net Income and
                Distributions; Reduction in Shares                          25

ARTICLE IX--Duration; Termination of Trust; Amendment;
              Mergers, etc.                                                 26

     Section 9.1    Duration                                                26
     Section 9.2    Termination of Trust                                    26
     Section 9.3    Amendment Procedure                                     27
     Section 9.4    Merger, Consolidation and Sale of Assets                28
     Section 9.5    Incorporation, Reorganization                           29


ARTICLE X--Miscellaneous                                                    29

     Section 10.1   Filing                                                  29
     Section 10.2   Governing Law                                           30
     Section 10.3   Principal Office                                        30
     Section 10.4   Counterparts                                            30
     Section 10.5   Reliance by Third Parties                               30
     Section 10.6   Provisions in Conflict with Law or Regulations          30

Signature Page                                                              32

Appendix A - Series                                                        A-1

Appendix B - Classes                                                       B-1

AMENDED AND RESTATED
DECLARATION OF TRUST

OF

MFS SERIES TRUST III

Dated as of December 16, 2004

WHEREAS, MFS Series Trust III was established pursuant to a Declaration of Trust dated December 15, 1977, as amended (the "Original Declaration"), for the investment and reinvestment of funds contributed thereto;

WHEREAS, the Trustees desire that the beneficial interest in the Trust assets continue to be divided into transferable Shares of Beneficial Interest (without par value) issued in one or more series, as hereinafter provided;

WHEREAS, the Trustees wish to amend and restate the Original Declaration in its entirety, and hereby certify that this Amended and Restated Declaration of Trust has been amended and restated in accordance with the provisions of the Original Declaration;

NOW THEREFORE, the Trustees hereby confirm that all money and property contributed to the Trust hereunder shall be held and managed in trust for the benefit of holders, from time to time, of the Shares of Beneficial Interest (without par value) issued hereunder and subject to the provisions hereof, and that the Original Declaration, including all appendices, is amended and restated in its entirety as follows.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the Trust is MFS Series Trust III.

Section 1.2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:

(a) "Advisory Trustee" means any person, which may include a former Trustee, appointed by resolution of the Trustees to serve the Board in an advisory capacity, for such period and in accordance with such terms and conditions as are determined by the Trustees. An Advisory Trustee shall serve at the pleasure of the Trustees and may be removed by the Trustees at any time and for any reason, with or without cause, and may resign at any time by an instrument in writing signed by that Advisory Trustee and delivered to the Trust. Advisory Trustees, in their capacity as such, are not Trustees or officers of the Trust for any purpose and shall have no legal, voting or other powers or obligations of Trustees or officers hereunder, and shall not perform the functions of the Trustees or officers in any manner.

(b) "By-Laws" means the By-laws referred to in Section 3.9 hereof, as from time to time amended.

(c) "Commission" has the meaning given that term in the 1940 Act.

(d) "Declaration" means this Amended and Restated Declaration of Trust, as amended from time to time. Reference in this Declaration of Trust to "Declaration," "hereof," "herein" and "hereunder" shall be deemed to refer to this Declaration rather than the article or section in which such words appear.

(e) "Distributor" means a party furnishing services to the Trust pursuant to any contract described in Section 4.2 hereof.

(f) "Interested Person" has the meaning given that term in the 1940 Act.

(g) "Investment Adviser" means a party furnishing services to the Trust pursuant to any contract described in Section 4.1 hereof.

(h) "Majority Shareholder Vote" has the same meaning as the phrase "vote of a majority of the outstanding voting securities" as defined in the 1940 Act, except that such term may be used herein with respect to the Shares of the Trust as a whole or the Shares of any particular series or class, as the context may require, and except that each Share shall have one vote for each dollar of net asset value as provided in Section 6.8 hereof.

(i) "1940 Act" means the Investment Company Act of 1940 and the Rules and Regulations thereunder, as amended from time to time, and as such Act or the Rules and Regulations thereunder may apply to the Trust or any series or class pursuant to any exemptive order or similar relief or interpretation issued by the Commission under such Act.

(j) "Person" means and includes individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.

(k) "Shareholder" means a record owner of outstanding Shares.

(l) "Shares" means the Shares of Beneficial Interest into which the beneficial interest in the Trust shall be divided from time to time or, when used in relation to any particular series or class of Shares established by the Trustees pursuant to Section 6.11 hereof, transferable units into which such series or class of Shares shall be divided from time to time in accordance with the terms hereof. The term "Shares" includes fractions of Shares as well as whole Shares.

(m) "Transfer Agent" means a party furnishing services to the Trust pursuant to any transfer agency contract described in Section 4.4 hereof.

(n) "Trust" means the trust hereunder.

(o) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees, including, without limitation, any and all property allocated or belonging to any series or class of Shares pursuant to Section 6.9 or Section 6.10 hereof.

(p) "Trustees" means the persons who have signed the Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly elected or appointed, qualified and serving as Trustees in accordance with the provisions hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder. For the avoidance of any doubt, an "Advisory Trustee" as defined in Section 1.2(a) is not a Trustee for any purpose hereunder.

ARTICLE II

TRUSTEES

Section 2.1. Number of Trustees. The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be less than three nor more than 15.

Section 2.2. Term of Office of Trustees. A Trustee may be elected either by the Shareholders of the Trust or, as provided in the Declaration and subject to the limitations of the 1940 Act, by the Trustees. Subject to all applicable provisions of the 1940 Act, a Trustee shall hold office during the lifetime of this Trust and until its termination as hereinafter provided or, if sooner, until his or her death or the election and qualification of his or her successor; except that:

(a) any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by that Trustee and delivered to the Trust, which shall take effect upon such delivery or upon such later date as is specified therein;

(b) any Trustee may be removed at any time, with or without cause, by written instrument signed by at least three-quarters of the Trustees, specifying the date when such removal shall become effective;

(c) any Trustee who has attained a mandatory retirement age established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy;

(d) any Trustee who has served to the end of his or her term of office established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy; and

(e) a Trustee may be removed at any meeting of Shareholders by a vote of Shares representing two-thirds of the voting power of the outstanding Shares of the Trust.

Upon the resignation, retirement or removal of a Trustee, or his or her otherwise ceasing to be a Trustee, that individual shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning, retiring or removed Trustee. Upon the incapacity or death of any Trustee, that Trustee's legal representative shall execute and deliver on his or her behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

Except to the extent expressly provided in a written agreement to which the Trust is a party or in a written policy adopted by the Trustees, no resigning or removed Trustee shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 2.3. Resignation and Appointment of Trustees. In case of the declination, death, resignation, retirement or removal of any of the Trustees, or in case a vacancy shall, by reason of an increase in number of Trustees, or for any other reason, exist, a majority of the remaining Trustees may fill such vacancy by appointing such other individual as they in their discretion shall see fit. Any such appointment shall not become effective, however, until the person appointed shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation, removal or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation, removal or increase in number of Trustees. The power of appointment is subject to all applicable provisions of the 1940 Act.

Section 2.4. Vacancies. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Section 2.3, or while any Trustee is incapacitated, the other Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration, and only such other Trustees shall be counted for the purposes of the existence of a quorum or the taking of any action to be taken by the Trustees. A written instrument certifying the existence of such vacancy or incapacity signed by a majority of the Trustees shall be conclusive evidence of the existence thereof.

Section 2.5. Delegation of Power to Other Trustees. Subject to requirements imposed by the 1940 Act and other applicable law, any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two Trustees personally exercise the powers granted to the Trustees under the Declaration except as otherwise expressly provided herein.

ARTICLE III

POWERS OF TRUSTEES

Section 3.1. General. Subject to the provisions of the Declaration, the Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by the Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without The Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as the Trustees deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of the Declaration, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be construed as limiting the aforesaid power or any other power of the Trustees hereunder. Such powers of the Trustees may be exercised without order of or resort to any court.

Section 3.2. Investments. (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an investment company;

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of securities of every nature and kind, U.S. and foreign currencies, any form of gold or other precious metal, commodity contracts, any form of option contract, contracts for the future acquisition or delivery of fixed income or other securities, derivative instruments of every kind, "when-issued" or standby contracts, and all types of obligations or financial instruments, including, without limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers' acceptances, and other securities of any kind, issued, created, guaranteed or sponsored by any and all Persons, including, without limitation,

(A) states, territories and possessions of the United States and the District of Columbia and any political subdivision, agency or instrumentality of any such Person,

(B) the U.S. Government, any foreign government, or any political subdivision or any agency or instrumentality of the U.S. Government or any foreign government,

(C) any international instrumentality,

(D) any bank or savings institution, or

(E) any corporation or organization organized under the laws of the United States or of any state, territory or possession thereof, or under any foreign law;

to retain Trust assets in cash and from time to time to change the investments in which the assets of the Trust are invested; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments; and

(iii) to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, proper or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, and to do every other act or thing incidental or appurtenant to or connected with the aforesaid purposes, objects or powers.

(b) The Trustees shall not be limited to investing in securities or obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.

(c) Notwithstanding any other provision of the Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property of the Trust and each series of the Trust, or sell all or a portion of such Trust Property and invest the proceeds of such sales, in one or more other investment companies to the extent not prohibited by the 1940 Act.

Section 3.3. Legal Title. Legal title to all Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person or nominee, on such terms as the Trustees may determine. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, retirement, removal or death of a Trustee, such Trustee shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.4. Issuance and Repurchase of Securities. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VII, VIII and IX and Section 6.9 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds of the Trust or other Trust Property, whether capital or surplus or otherwise.

Section 3.5. Borrowing Money; Lending Trust Property. The Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the Trust Property, to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person and to lend Trust Property.

Section 3.6. Delegation. The Trustees shall have power to delegate from time to time to such of their number or to officers, employees, any Investment Adviser, Distributor, custodian, agent or independent contractor of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem appropriate or expedient.

Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees, Trustees and Advisory Trustees.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided herein, in the 1940 Act or in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees at which a quorum is present, including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of two-thirds of the Trustees. The Trustees may adopt By-Laws not inconsistent with the Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-Laws to the extent permitted therein at any time.

Section 3.10. Miscellaneous Powers. Without limiting the foregoing, the Trustees shall have the power to:

(a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust;

(b) enter into joint ventures, partnerships and any other combinations or associations;

(c) elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, in each case with or without cause, and appoint and terminate any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine;

(d) purchase, and pay for out of Trust Property, such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring Shareholders, any administrator, Trustees, Advisory Trustees, officers, employees, agents, any Investment Adviser, any Distributor, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability;

(e) establish pension, profit-sharing, Share purchase, deferred compensation, and other retirement, incentive and benefit plans for any Trustees, officers, employees or agents of the Trust;

(f) to the extent permitted by law, indemnify any person with whom the Trust has dealings, including any Investment Adviser, administrator, custodian, Distributor, Transfer Agent, shareholder servicing agent and any dealer, to such extent as the Trustees shall determine;

(g) guarantee indebtedness or contractual obligations of others;

(h) determine and change the fiscal year of the Trust or any series thereof and the method by which its accounts shall be kept; and

(i) adopt a seal for the Trust, provided that the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

ARTICLE IV

INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN
AND TRANSFER AGENT

Section 4.1. Investment Adviser. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more investment advisory or management contracts whereby the other party to each such contract shall undertake to furnish the Trust such management, investment advisory, statistical and research facilities and services, promotional activities, and such other facilities and services, if any, with respect to one or more series of Shares, as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provision of the Declaration, the Trustees may delegate to the Investment Adviser authority (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of assets of the Trust or any series thereof on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the Investment Adviser (and all without further action by the Trustees). Any of such purchases, sales, loans or exchanges shall be deemed to have been authorized by all the Trustees. Such services may be provided by one or more Persons.

Section 4.2. Distributor. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more exclusive or non-exclusive distribution contracts providing for the sale of Shares of one or more series or classes whereby the Trust may either agree to sell the Shares to the other party to any such contract or appoint any such other party its sales agent for such Shares. In either case, any such contract shall be on such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws; and such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements or agency agreements with securities dealers or other Persons to further the purpose of the distribution or repurchase of the Shares. Such services may be provided by one or more Persons.

Section 4.3. Custodian. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party to each such contract shall undertake to furnish such custody services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the 1940 Act, the Declaration or the By-Laws. The Trustees may authorize any custodian to employ one or more sub-custodians from time to time to perform such of the services of the custodian as the Trustees shall from time to time consider desirable. Services described in this Section may be provided by one or more Persons.

Section 4.4. Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency or sub-transfer agency and shareholder servicing contracts whereby the other party to each such contract shall undertake to furnish such transfer agency and/or shareholder services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws. Such services may be provided by one or more Persons.

Section 4.5. Parties to Contract. Any contract of the character described in any Section of this Article IV may be entered into with any Person, although one or more of the Trustees or officers of the Trust may be an officer, partner, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship; nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of any such contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article IV or the By-Laws. The same Person may be the other party to contracts entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this
Section 4.5.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

Section 5.1. No Personal Liability of Shareholders. No Shareholder or former Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust solely by reason of being or having been a Shareholder. The Trust shall indemnify and hold each Shareholder and former Shareholder harmless from and against all claims and liabilities to which such Shareholder may become subject solely by reason of his or her being or having been a Shareholder (other than taxes payable by virtue of owning Shares), and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. The rights accruing to a Shareholder or former Shareholder under this Section 5.1 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder or former Shareholder in any appropriate situation even though not specifically provided herein. The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets of the Trust. Notwithstanding any other provision of the Declaration to the contrary, no Trust Property shall be used to indemnify or reimburse any Shareholder or former Shareholder of any Shares of any series other than Trust Property allocated or belonging to such series.

Section 5.2. Limitation of Liability of Trustees and Others. (a) No Trustee, Advisory Trustee, officer or employee or agent of the Trust shall be subject to any liability whatsoever to any Person in connection with Trust Property or the affairs of the Trust, and no Trustee or Advisory Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, employee or agent of the Trust or for the act or omission of any other Trustee or Advisory Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or identification of a Trustee as the Chair of the Trustees, the lead or assistant lead independent Trustee, a member or Chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert) or any other special appointment, designation or identification given to a Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Notwithstanding anything to the contrary in this
Section 5.2(a) or otherwise, nothing in the Declaration shall protect any Trustee, Advisory Trustee, officer, employee or agent of the Trust against any liability to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office or position with or on behalf of the Trust.

(b) All persons extending credit to, contracting with or having claim against the Trust or any series or class shall look solely to the assets of the Trust or to the assets of that series or class for payment under such credit, contract or claim; and neither any Trustee or Advisory Trustee, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee, Advisory Trustee or officer of the Trust (hereinafter referred to as a "Covered Person") shall be indemnified by the Trust against all liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which that individual becomes involved as a party or otherwise by virtue of being or having been a Trustee, Advisory Trustee or officer and against amounts paid or incurred by that individual in the settlement thereof;

(ii) the words "claim," "action," "suit" or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement or compromise, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual's office;

(ii) with respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that that individual's action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee, Advisory Trustee or officer or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual's office by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that that individual did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees (as defined below) acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(B) by written opinion of (i) the then-current legal counsel to the Trustees who are not Interested Persons of the Trust or (ii) other legal counsel chosen by a majority of the Disinterested Trustees (or if there are no Disinterested Trustees with respect to the matter in question, by a majority of the Trustees who are not Interested Persons of the Trust) and determined by them in their reasonable judgment to be independent.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such person. Nothing contained herein shall limit the Trust from entering into other insurance arrangements or affect any rights to indemnification to which Trust personnel, including Covered Persons, may be entitled by contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 5.3 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that the Covered Person is not entitled to indemnification under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or legal counsel meeting the requirement in Section 5.3(b)(iii)(B) above in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is not an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or had been pending.

(e) With respect to any such determination or opinion referred to in clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be afforded that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office in accordance with pronouncements of the Commission.

Section 5.4. No Bond Required. No Trustee, Advisory Trustee or officer shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments. No purchaser, lender, shareholder servicing agent, Transfer Agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under the Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees or officers shall recite that the same is executed or made by them not individually, but as or on behalf of Trustees under the Declaration, and that the obligations of any such instrument are not binding upon any of the Trustees, officers or Shareholders individually, but bind only the Trust estate, and may contain any further recital deemed appropriate, but the omission of such recital shall not operate to bind any of the Trustees, officers or Shareholders individually. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, Advisory Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

Section 5.6. Good Faith Action; Reliance on Experts. The exercise by the Trustees or the officers of the Trust of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. The Trustees or the officers of the Trust shall not be liable for errors of judgment or mistakes of fact or law. Each Trustee and officer or employee of the Trust shall, in the performance of his or her duties, be under no liability and fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon advice of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the Distributor, Transfer Agent, custodian, any shareholder servicing agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

Section 5.7. Derivative Actions. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class thereof without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration.

Such demand shall be mailed to the Secretary or Clerk of the Trust at the Trust's principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or any series or class thereof, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or any series or class thereof shall be subject to the right of the Shareholders under Section 6.8 of the Declaration to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1. Beneficial Interest. The interest of the beneficiaries hereunder may be divided into transferable Shares of Beneficial Interest (without par value), which may be divided into one or more series and classes as provided in Sections 6.9 and 6.10 hereof. The number of Shares authorized hereunder is unlimited. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust Property of every description and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in the Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any series or class of Shares. By becoming a Shareholder each Shareholder shall be held expressly to have assented to and agreed to be bound by the provisions of the Declaration.

Section 6.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in the Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may, from time to time without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares of any series or class into a greater or lesser number without thereby changing their proportionate beneficial interests in Trust Property allocated or belonging to such series or class. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples thereof.

Section 6.5. Register of Shares. A register or registers shall be kept at the principal office of the Trust or at an office of the Transfer Agent which shall contain the names and addresses (which may be addresses for electronic delivery) of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to that Shareholder as provided herein or in the By-Laws, until the Shareholder has given his or her address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by the record holder's agent thereunto authorized in writing, upon delivery to the Trustees or, if there is a Transfer Agent with respect to such Shares, the Transfer Agent of a duly executed instrument of transfer together with any certificate or certificates (if issued) for such Shares and such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Any Person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent; but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

Section 6.7. Notices. Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given
(i) if mailed, postage prepaid, addressed to any Shareholder of record at the Shareholder's last known address as recorded on the register of the Trust, (ii) if sent by electronic transmission to the Shareholder of record at the Shareholder's last known address for electronic delivery as recorded on the register of the Trust, (iii) if mailed or sent by electronic delivery to one or more members of the Shareholder's household in accordance with applicable law or regulation, or (iv) if otherwise sent in accordance with applicable law or regulation.

Section 6.8. Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees when that issue is submitted to Shareholders, and for the removal of Trustees as provided in Section 2.2 hereof, (ii) with respect to any investment advisory or management contract on which a shareholder vote is required by the 1940 Act, (iii) with respect to termination of the Trust or any series or class to the extent and as provided in Section 9.2 hereof, (iv) with respect to any amendment of the Declaration to the extent and as provided in Section 9.3 hereof, (v) with respect to any merger, consolidation or sale of assets to the extent and as provided in
Section 9.4 hereof, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by the Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any other regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable.

A Shareholder of each series or class shall be entitled to one vote for each dollar of net asset value (number of Shares owned times net asset value per Share) of such series or class, on each matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any series or class of Shares (but subject to applicable law), establish conditions under which the several series or classes shall have separate or no voting rights. Shares held in the treasury of the Trust shall not be voted.

Except when a larger vote is required by applicable law or by any provision of the Declaration or the By-Laws, if any, Shares representing a majority of the voting power of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the voting power of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned, and provided further that abstentions and broker non-votes shall not be counted as votes cast but shall be counted as being present for purposes of determining the existence of a quorum.

Shares of all series shall be voted in the aggregate on any matter submitted to a vote of the Shareholders of the Trust except as provided in
Section 6.9(g) hereof. There shall be no cumulative voting in the election of Trustees. Until Shares are issued and during any period when no Shares are outstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration or the By-Laws to be taken by Shareholders. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

Section 6.9. Series of Shares. Shares of the Trust may be divided into series, the number and relative rights, privileges and preferences of which shall be established and designated by the Trustees, in their discretion, in accordance with the terms of this Section 6.9. The Trustees may from time to time exercise their power to authorize the division of Shares into one or more series by establishing and designating one or more series of Shares upon and subject to the following provisions:

(a) All Shares shall be identical (subject to such variations between classes of Shares as may be permitted in accordance with the terms of Section 6.10 hereof) except that there may be such variations between different series as are approved by the Trustees and as are consistent with applicable law.

(b) The number of authorized Shares and the number of Shares of each series that may be issued shall be unlimited. The Trustees may classify or reclassify any Shares of any series, including outstanding Shares, unissued Shares and Shares previously issued and reacquired, into one or more series that may be established and designated from time to time. The Trustees may hold as treasury shares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any series reacquired by the Trust at their discretion from time to time.

(c) All consideration received by the Trust for the issue or sale of Shares of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that series for all purposes, subject only to the rights of creditors of such series, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all series for all purposes. No holder of Shares of any particular series shall have any claim on or right to any assets allocated or belonging to any other series of Shares. No holder of Shares of any particular series shall be entitled to participate in a derivative or class action on behalf of any other series or the Shareholders of any other series.

(d) The assets belonging to each particular series shall be charged with the liabilities of the Trust in respect of that series and all expenses, costs, charges and reserves attributable to that series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular series shall be allocated and charged by the Trustees to and among any one or more of the series established and designated from time to time in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the holders of all series for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. Under no circumstances shall the assets allocated or belonging to any particular series be charged with liabilities attributable to any other series. All Persons who have extended credit which has been allocated to a particular series, or who have a claim or contract which has been allocated to any particular series, shall look only to the assets of that particular series for payment of such credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust Property allocated or belonging to any particular series shall be governed by
Section 3.2 hereof unless otherwise provided in the instrument of the Trustees establishing such series.

(f) Each Share of a series shall represent a beneficial interest in the net assets allocated or belonging to such series only, and such interest shall not extend to the assets of the Trust generally. Dividends and distributions on Shares of a particular series may be paid with such frequency as the Trustees may determine, which may be monthly or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the holders of Shares of that series only, from such of the income and capital gains, accrued or realized, from the assets belonging to that series, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that series. Subject to differences among classes, all dividends and distributions on Shares of a particular series shall be distributed pro rata to the holders of that series in proportion to the number and value of Shares of that series held by such holders at the date and time of record established for the payment of such dividends or distributions. Shares of any particular series of the Trust may be redeemed solely out of Trust Property allocated or belonging to that series. Upon liquidation or termination of a series of the Trust, Shareholders of such series shall be entitled to receive a pro rata share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any matter submitted to a vote of the Shareholders of the Trust, all Shares of all series then entitled to vote shall be voted in the aggregate, except that (i) when required by the 1940 Act to be voted by individual series or class, Shares shall not be voted in the aggregate, and (ii) when the Trustees have determined that a matter affects only the interests of Shareholders of particular series or classes of Shares, only Shareholders of such series or classes of Shares, as applicable, shall be entitled to vote thereon.

Section 6.10. Classes of Shares. The Trustees may, in their discretion, authorize the division of Shares of the Trust (or any series of the Trust) into one or more classes, the number and relative rights, privileges and preferences of which shall be established and designated by the Trustees, in their discretion, in accordance with the terms of the 1940 Act. The number of Shares of each class that may be issued is unlimited, and the Trustees may classify or reclassify any shares of any class, including outstanding Shares, into one or more classes that may be established and designated from time to time. All Shares of a class shall be identical with each other and with the Shares of each other class of the Trust or the same series of the Trust (as applicable), except for such variations between classes as may be approved by the Board of Trustees and not prohibited by the 1940 Act.

Section 6.11 Series and Class Designations. The establishment and designation of any series or class of Shares shall be effective (a) upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such series or class, (b) upon the vote of a majority of the Trustees as set forth in an instrument executed by an officer of the Trust, or (c) at such other time as the instrument referred to in the foregoing clause (a) or the vote referred to in the foregoing clause (b) may provide. Subject to Section 9.2 hereof, the Trustees may at any time by an instrument executed by a majority of their number abolish any series or class and the establishment and designation thereof. Each instrument referred to in this paragraph shall be an amendment to the Declaration.

The series of Shares existing as of the date hereof are set forth in Appendix A hereto.

The classes of Shares of each series existing as of the date hereof are set forth in Appendix B hereto.

ARTICLE VII

REDEMPTIONS

Section 7.1. Redemptions. All Shares shall be redeemable based on a redemption price determined in accordance with this Section 7.1 and Article VIII of the Declaration. Redeemed Shares may be resold by the Trust. The Trust shall redeem the Shares at the price determined as hereinafter set forth, upon acceptance of the appropriately verified application of the record holder thereof (or upon such other form of request as the Trustees may determine) at such office or agency as may be designated from time to time for that purpose in the Trust's then effective registration statement under the Securities Act of 1933 and the 1940 Act. The Trustees may from time to time specify additional conditions, not inconsistent with the 1940 Act, in the Trust's registration statement regarding the redemption of Shares. Shares shall be redeemed at the net asset value thereof next determined after acceptance of such request, less any applicable redemption fee or sales charge as permitted under applicable law.

Subject to Section 7.2 hereof, payment for said Shares shall be made to the Shareholder in cash or in property at such time and in such manner not inconsistent with the 1940 Act or other applicable law. Except as expressly determined by the Trustees, Shareholders shall not have the right to have Shares redeemed in-kind.

Section 7.2. Suspension of Right of Redemption. The Trust may declare a suspension of the right of redemption or postpone the date of payment of the redemption proceeds of any series or class as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trust shall specify, and thereafter there shall be no right of redemption or payment of the redemption proceeds until the Trust shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw the Shareholder's request for redemption or receive payment based on the net asset value existing after the termination of the suspension.

Section 7.3. Redemption of Shares; Disclosure of Holding. The Trustees may, in their discretion, require the Trust to redeem Shares held by any Shareholder for any reason under terms set by the Trustees, including, but not limited to, (i) the determination of the Trustees that direct or indirect ownership of Shares of any series has or may become concentrated in such Shareholder to an extent that would disqualify that series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, (iii) the failure of a Shareholder to pay when due for the purchase of Shares issued to that Shareholder, (iv) the value of a Shareholder's Shares being less than a minimum amount established from time to time by the Trustees, (v) failure of a Shareholder to meet or maintain the qualifications for ownership of a particular class of Shares, or
(vi) the determination by the Trustees or pursuant to policies adopted by the Trustees that ownership of Shares by a particular Shareholder is not in the best interests of the remaining Shareholders of the Trust or applicable series or class. The redemption shall be effected at the redemption price and in the manner provided in Section 7.1 hereof.

The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute), or to comply with the requirements of any other law or regulation, and such ownership of Shares may be disclosed by the Trustees if so requested by such law or regulation.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS; REDUCTION IN SHARES

The Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted vote of the Trustees such bases and times for determining the per Share net asset value of the Shares or net income, or the declaration and payment of dividends and distributions, as they may deem necessary or desirable. With respect to any series that holds itself out as a money market or stable value fund, the Trustees shall have the power to reduce the number of outstanding Shares of the series by reducing the number of Shares in the account of each Shareholder on a pro rata basis, so as to maintain the net asset value per Share of such series at a constant dollar amount.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.

Section 9.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article IX.

Section 9.2. Termination of Trust. (a) The Trust may be terminated at any time (i) by a Majority Shareholder Vote of the holders of its Shares, or
(ii) by the Trustees by written notice to the Shareholders. Any series of the Trust, or any class of any series, may be terminated at any time (i) by a Majority Shareholder Vote of the holders of Shares of that series or class, or
(ii) by the Trustees by written notice to the Shareholders of that series or class. Upon the termination of the Trust or any series of the Trust:

(i) The Trust or series of the Trust shall carry on no business except for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust or series of the Trust and all the powers of the Trustees under the Declaration shall continue until the affairs of the Trust or series of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or series of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or Trust Property of the series to one or more Persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; and

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or Trust Property of the series, in cash or in kind or partly in cash and partly in kind, among the Shareholders of the Trust or the series according to their respective rights.

The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the termination of any class.

(b) After termination of the Trust or series or class and distribution to the Shareholders of the Trust or series or class as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder with respect to the Trust or series or class, and the rights and interests of all Shareholders of the Trust or series or class shall thereupon cease.

Section 9.3. Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without any Shareholder vote, amend or otherwise supplement the Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration. Without limiting the foregoing power reserved to the Trustees, the Trustees may, without any Shareholder vote, amend the Declaration to designate or redesignate series or classes, to change the name or principal office of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable, to conform the Declaration to the requirements of applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as amended, but the Trustees shall not be liable for failing to do so. Shareholders shall have the right to vote on (i) any amendment that would affect their right to vote granted in
Section 6.8; (ii) any amendment to Section 9.3(a) or (b); (iii) any amendment as may be required by law, or by the Trust's registration statement, to be approved by Shareholders; and (iv) any amendment submitted to them by the Trustees. Any amendment on which Shareholders have the right to vote shall require a Majority Shareholder Vote of the Shareholders of the Trust, or the written consent, without a meeting, of the holders of Shares representing not less than a majority of the voting power of the Shares of the Trust. Notwithstanding the foregoing, if the Trustees shall determine that any amendment required or permitted to be submitted to Shareholders would affect only the interest of Shareholders of particular series or classes of Shares, then only Shareholders of such series or classes, as applicable, shall be entitled to vote thereon, and no vote of Shareholders of any other series or classes shall be required.

(b) Nothing contained in the Declaration shall permit the amendment of the Declaration to impair the exemption from personal liability of the Shareholders, former Shareholders, Trustees, Advisory Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Notwithstanding anything else herein, any amendment to
Section 5.3 shall not limit the rights to indemnification or insurance provided therein with respect to actions or omissions of persons entitled to indemnification under such Section prior to such amendment.

(c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders (if applicable) or by the Trustees as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

(d) Notwithstanding any other provision hereof, until such time as Shares of a particular series or class are first issued the Declaration may be terminated or amended in any respect as to that series or class, and as to any series or class in which Shares are not outstanding, by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Section 9.4. Merger, Consolidation and Sale of Assets. Subject to applicable law and except as otherwise provided in Section 9.5 hereof, the Trust or any series or class thereof may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property (or all or substantially all of the Trust Property allocated or belonging to a particular series or class of the Trust) including its good will, upon such terms and conditions and for such consideration when and as authorized (a) at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of all series of the Trust voting as a single class if the entire Trust is merging, consolidating or disposing of assets, by a Majority Shareholder Vote of the particular series if the entire series is merging, consolidating or disposing of assets, or by a Majority Shareholder Vote of a class if only that class is merging, consolidating or disposing of assets, or (b) by the written consent, without a meeting, of the holders of Shares representing a majority of the voting power of the outstanding Shares of all series of the Trust voting as a single class, or of the particular series or class as described above. Any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of The Commonwealth of Massachusetts. Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Nothing contained herein shall be construed as requiring approval of Shareholders for any recapitalization or reclassification of any series or class, for any sale of assets in the ordinary course of the business of the Trust, or for any transaction, whether deemed a merger, consolidation, reorganization or exchange of shares or otherwise, whereby the Trust issues shares of one or more series or classes in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity.

Section 9.5. Incorporation, Reorganization. The Trustees may, without the vote or consent of Shareholders, cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction, or any other trust (or series or class of a trust), unit investment trust, partnership, limited liability company, association or other organization to acquire all or a portion of the Trust Property (or all or a portion of the Trust Property allocated or belonging to a particular series or class) or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer such Trust Property to any such corporation, trust (or series or class of a trust), partnership, limited liability company, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or organization in which the Trust holds or is about to acquire shares or any other interest. The Trustees may also, without the vote or consent of Shareholders, cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust (or series or class of a trust), partnership, association or other organization if and to the extent permitted by law. The Trustees shall provide written notice to affected Shareholders of each transaction pursuant to this Section 9.5. Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

ARTICLE X

MISCELLANEOUS

Section 10.1. Filing. The Declaration and any subsequent amendment hereto shall be filed in the office of the Secretary of The Commonwealth of Massachusetts and in such other place or places as may be required under the laws of The Commonwealth of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate, provided that the failure to so file shall not invalidate this instrument or any properly authorized amendment hereto. Each amendment so filed shall be accompanied by a certificate signed and acknowledged by an officer or Trustee stating that such action was duly taken in a manner provided herein, and unless such amendment or such certificate sets forth some other time for the effectiveness of such amendment, such amendment shall be effective upon its filing. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments thereto.

Section 10.2. Governing Law. The Declaration is executed by the Trustees and delivered in The Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such action.

Section 10.3. Principal Office. The principal office of the Trust is 500 Boylston Street, Boston, Massachusetts. The Trustees, without a vote of Shareholders, may change the principal office of the Trust.

Section 10.4. Counterparts. The Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

Section 10.5. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust, appears to be an officer or Trustee hereunder, certifying to: (i) the number or identity of Trustees or Shareholders, (ii) the due authorization of the execution of any instrument or writing, (iii) the form of any vote passed at a meeting of Trustees or Shareholders, (iv) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of the Declaration, (v) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (vi) the existence of any fact or facts which in any manner relates to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

Section 10.6. Provisions in Conflict with Law or Regulations.

(a) The provisions of the Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company or other provisions of the Internal Revenue Code of 1986, as amended, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of the Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first written above.

LAWRENCE H. COHN                            AMY B. LANE
------------------------------------        ------------------------------------
Lawrence H. Cohn                            Amy B. Lane
As Trustee and Not Individually             As Trustee and Not Individually
45 Singletree Road                          9716 S.E. Sandpine Lane
Chestnut Hill MA  02467                     Hobe Sound FL  33455


DAVID H. GUNNING                            LAWRENCE T. PERERA
------------------------------------        ------------------------------------
David H. Gunning                            Lawrence T. Perera
As Trustee and Not Individually             As Trustee and Not Individually
2571 N. Park Blvd.                          18 Marlborough Street
Cleveland Heights OH  44106                 Boston MA  02116


WILLIAM R. GUTOW                            WILLIAM J. POORVU
------------------------------------        ------------------------------------
William R. Gutow                            William J. Poorvu
As Trustee and Not Individually             As Trustee and Not Individually
3 Rue Dulac                                 975 Memorial Drive  Apt. 710
Dallas TX  75230                            Cambridge MA  02138


MICHAEL HEGARTY                             J. DALE SHERRATT
------------------------------------        ------------------------------------
Michael Hegarty                             J. Dale Sherratt
As Trustee and Not Individually             As Trustee and Not Individually
177 Old Briarcliff Road                     86 Farm Road
Briarcliff Manor NY  10510                  Sherborn MA  01770


J. ATWOOD IVES                              ELAINE R. SMITH
------------------------------------        ------------------------------------
J. Atwood Ives                              Elaine R. Smith
As Trustee and Not Individually             As Trustee and Not Individually
17 West Cedar Street                        75 Scotch Pine Road
Boston MA  02108                            Weston MA  02493

                                                                     APPENDIX A

ESTABLISHMENT AND
DESIGNATION OF SERIES OF SHARES OF
BENEFICIAL INTEREST (WITHOUT PAR VALUE)

The Trustees of the Trust, acting pursuant to the Trust's Declaration, have previously established and designated the series (each, a "Fund") of Shares of Beneficial Interest listed below.

1. The Funds are as follows:

MFS High Income Fund;
MFS High Yield Opportunities Fund; and MFS Municipal High Income Fund.

2. Each Fund shall be authorized to hold cash, invest in securities, instruments and other property and use investment techniques as from time to time described in the Trust's then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Fund. Each Share of each Fund shall be redeemable as provided in the Declaration. Subject to differences among classes, each Share of each Fund shall be entitled to vote on matters on which Shares of the Fund shall be entitled to vote as provided in Section 6.8 of the Trust's Declaration of Trust, shall represent a pro rata beneficial interest in the assets allocated or belonging to the Fund, and shall be entitled to receive its pro rata share of the net assets of the Fund upon liquidation of the Fund, all as provided in
Section 6.9 of the Declaration of Trust. The proceeds of sales of Shares of each Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to the Fund, unless otherwise required by law.

3. Shareholders of each Fund shall vote separately as a class on any matter to the extent required by, and any matter shall have been deemed effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as from time to time in effect, under the 1940 Act or any successor rule, and the Declaration.

4. The assets and liabilities of the Trust shall be allocated among each Fund and any series of the Trust designated in the future as set forth in
Section 6.9 of the Declaration.

5. Subject to the provisions of Section 6.9 and Article IX of the Declaration, the Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of each Fund, or to otherwise change the special and relative rights of each Fund.

6. Any Fund may be terminated by the Trustees at any time by written notice to the Shareholders of the Fund in accordance with Article IX of the Declaration.

APPENDIX B

ESTABLISHMENT AND DESIGNATION
OF CLASSES

Pursuant to Section 6.10 of the Declaration, the Trustees have divided the Shares of each series of the Trust to create the classes of Shares, within the meaning of Section 6.10, listed below.

1. The classes of Shares of MFS High Income Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," "Class I Shares," "Class R1 Shares," "Class R2 Shares," "Class 529A Shares," "Class 529B Shares," and "Class 529C Shares."

The classes of Shares of MFS High Yield Opportunities Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," and "Class I Shares."

The classes of Shares of MFS Municipal High Income Fund are designated "Class A Shares," "Class B Shares" and "Class C Shares."

2. Shares of each class are entitled to all the rights and preferences accorded to Shares under the Declaration. The designation of classes hereby shall not impair the power of the Trustees from time to time to designate additional classes of shares.

3. For Shares of each class, the purchase price, the method of determination of the net asset value, the price, the terms and manner of redemption, any conversion feature, the relative dividend rights of holders thereof, and any other rights, privileges, features or qualifications, shall be established by the Trustees of the Trust in accordance with the Declaration and shall be set forth in the current prospectus and statement of additional information of the Trust or any series thereof relating to the applicable series, as amended from time to time, contained in the Trust's registration statement under the Securities Act of 1933, as amended.

4. Subject to the applicable provisions of the 1940 Act and the Declaration, the Trustees may from time to time modify the preferences, voting powers, rights and privileges of any of the classes designated hereby without any action or consent of Shareholders.

5. A class of Shares of any series of the Trust may be terminated by the Trustees at any time by written notice to the Shareholders of the class in accordance with Article IX of the Declaration.

EXHIBIT NO. 99.1(b)

MFS SERIES TRUST III

CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST

ESTABLISHMENT AND DESIGNATION
OF CLASSES

Pursuant to Sections 6.10 and 9.3 of the Amended and Restated Declaration of Trust dated December 16, 2004 (the "Declaration") of MFS Series Trust III, a business trust organized under the laws of The Commonwealth of Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, do hereby divide the shares of MFS High Income Fund, a series of the Trust, to create four additional classes of shares, within the meaning of Section 6.10, as follows:

1. The additional classes of Shares are designated "Class R Shares," "Class R3 Shares," "Class R4 Shares" and "Class R5 Shares";

2. Class R Shares, Class R3 Shares, Class R4 Shares and Class R5 Shares shall be entitled to all the rights and preferences accorded to shares under the Declaration;

3. The purchase price of Class R Shares, Class R3 Shares, Class R4 Shares and Class R5 Shares, the method of determination of the net asset value of Class R Shares, Class R3 Shares, Class R4 Shares and Class R5 Shares, the price, terms and manner of redemption of Class R Shares, Class R3 Shares, Class R4 Shares and Class R5 Shares, and relative dividend rights of holders of Class R Shares, Class R3 Shares, Class R4 Shares and Class R5 Shares shall be established by the Trustees of the Trust in accordance with the Declaration and shall be set forth in the current prospectus and statement of additional information of the Trust or any series thereof, as amended from time to time, contained in the Trust's registration statement under the Securities Act of 1933, as amended;

4. All shares shall vote together as a single class except that shares of a class may vote separately on matters affecting only that class and shares of a class not affected by a matter will not vote on that matter; and

5. A class of shares of any series of the Trust may be terminated by the Trustees by written notice to the Shareholders of the class.

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed this amendment, in one or more counterparts, all constituting a single instrument, as an instrument under seal in The Commonwealth of Massachusetts, as of this 10th day of March, 2005 and further certify, as provided by the provisions of Section 9.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 9.3(a) of the Declaration.

LAWRENCE H. COHN                            J. ATWOOD IVES
------------------------------------        ------------------------------------
Lawrence H. Cohn                            J. Atwood Ives
45 Singletree Road                          17 West Cedar Street
Chestnut Hill MA  02467                     Boston MA  02108


DAVID H. GUNNING                            AMY B. LANE
------------------------------------        ------------------------------------
David H. Gunning                            Amy B. Lane
2571 N. Park Blvd.                          9716 S.E. Sandpine Lane
Cleveland Heights OH  44106                 Hobe Sound FL  33455


WILLIAM R. GUTOW                            LAWRENCE T. PERERA
------------------------------------        ------------------------------------
William R. Gutow                            Lawrence T. Perera
3 Rue Dulac                                 18 Marlborough Street
Dallas TX  75230                            Boston MA  02116


MICHAEL HEGARTY                             J. DALE SHERRATT
------------------------------------        ------------------------------------
Michael Hegarty                             J. Dale Sherratt
177 Old Briarcliff Road                     86 Farm Road
Briarcliff Manor NY  10510                  Sherborn MA  01770


                                            ELAINE R. SMITH
                                            ------------------------------------
                                            Elaine R. Smith
                                            75 Scotch Pine Road
                                            Weston MA  02493

EXHIBIT NO. 99.1(c)

MFS SERIES TRUST III

CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST

REDESIGNATION OF CLASS R1 SHARES AND CLASS R2 SHARES

Pursuant to Sections 6.10 and 9.3 of the Amended and Restated Declaration of Trust dated December 16, 2004, as amended (the "Declaration"), of MFS Series Trust III, a business trust organized under the laws of The Commonwealth of Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, do hereby redesignate all existing Class R1 and Class R2 shares (as defined in the Declaration) of MFS High Income Fund, a series of the Trust, as follows:

The class of shares previously designated as "Class R1 Shares" shall be redesignated as "Class R Shares," and the class of shares previously designated as "Class R2 Shares" shall be redesignated as "Class R3 Shares."

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed this amendment, in one or more counterparts, all constituting a single instrument, as an instrument under seal in The Commonwealth of Massachusetts, as of this 1st day of April, 2005 and further certify, as provided by the provisions of Section 9.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 9.3(a) of the Declaration.

LAWRENCE H. COHN                          ROBERT J. MANNING
-------------------------------------     -------------------------------------
Lawrence H. Cohn                          Robert J. Manning
45 Singletree Road                        13 Rockyledge Road
Chestnut Hill MA  02467                   Swampscott MA  01907


DAVID H. GUNNING                          LAWRENCE T. PERERA
-------------------------------------     -------------------------------------
David H. Gunning                          Lawrence T. Perera
2571 N. Park Blvd.                        18 Marlborough Street
Cleveland Heights OH  44106               Boston MA  02116


WILLIAM R. GUTOW                          ROBERT C. POZEN
-------------------------------------     -------------------------------------
William R. Gutow                          Robert C. Pozen
3 Rue Dulac                               9 Arlington Street
Dallas TX  75230                          Boston MA  02116


MICHAEL HEGARTY                           J. DALE SHERRATT
-------------------------------------     -------------------------------------
Michael Hegarty                           J. Dale Sherratt
177 Old Briarcliff Road                   86 Farm Road
Briarcliff Manor NY  10510                Sherborn MA  01770


J. ATWOOD IVES                            LAURIE THOMSEN
-------------------------------------     -------------------------------------
J. Atwood Ives                            Laurie Thomsen
17 West Cedar Street                      235 Nashawtuc Road
Boston MA  02108                          Concord MA  01742

EXHIBIT NO. 99.7(f)

FORM OF

AMENDMENT NO. 3 TO CUSTODIAN AGREEMENT

This Amendment No. 3 ("Amendment") to the Custodian Agreement is made as of September 30, 2004 by and among each of the business trusts listed on Schedule A hereto (each, a "Trust"), State Street Bank and Trust Company (the "Custodian") and MFS Service Center, Inc., a Delaware corporation (the "Transfer Agent"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Agreement referred to below.

WHEREAS, each Trust and the Custodian entered into a Custodian Agreement dated as of July 2, 2001 (as amended and in effect from time to time, the "Agreement"); and

WHEREAS, certain Portfolios of the Trusts (the "Master/Fund of Fund Portfolios") will primarily invest in shares of one or more other Portfolios listed on Exhibit A of the Agreement, pursuant to applicable exemptions from the provisions of Section 12(d) of the 1940 Act;

WHEREAS, the Master/Fund of Fund Portfolios desire to use the Transfer Agent as the functional equivalent of a securities depositary for their investments in such other Portfolios, and to have their interest in those other Portfolios' shares recorded by book entry on the Transfer Agent's records;

WHEREAS, the staff of the SEC, through a series of no-action letters, has established conditions under which the Master/Fund of Fund Portfolios' interest in those other Portfolios' shares may be maintained on the Transfer Agent's books, as set forth in Addendum 1 hereto; and

WHEREAS, the parties hereto desire to amend the Agreement to accommodate these arrangements and any similar arrangements entered into in the future by the Portfolios;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

1. Section 2. Employment of Custodian and Property to be Held by It.

Section 2 of the Agreement is hereby amended by adding the following sentence to the end of the first paragraph:

"With respect to uncertificated shares (the "Underlying Shares") of registered investment companies, the maintenance of Custodian records that identify the Underlying Shares as being recorded in the Custodian's name on behalf of the Portfolios will be deemed custody for purposes hereof."

2. Section 3. Duties of the Custodian with Respect to Property of the Trusts held by the Custodian in the United States.

Section 3 of the Agreement is hereby amended by adding the following provision:

"Section 3.9A Deposit of Fund Assets with the Transfer Agent. Underlying Shares of another Portfolio ("Underlying Portfolio Shares") may be deposited and/or maintained in an account or accounts maintained with the Transfer Agent. The Transfer Agent shall be deemed to be acting as if it is a "securities depository" for purposes of Rule 17f-4 under the 1940 Act. The Trust hereby directs the Custodian to deposit and/or maintain such securities with the Transfer Agent, subject to the following provisions:

1) The Custodian shall keep Underlying Portfolio Shares owned by a Portfolio with the Transfer Agent provided that such securities are maintained in a separate account or accounts on the books and records of the Transfer Agent in the name of the Custodian as custodian for the Portfolio.

2) The records of the Custodian with respect to the Underlying Portfolio Shares which are maintained with the Transfer Agent shall identify by book-entry those Underlying Portfolio Shares belonging to a Portfolio.

3) The Custodian shall pay for Underlying Portfolio Shares purchased for the account of a Portfolio upon (i) a determination by the Custodian that such Underlying Portfolio Shares have been purchased and will be transferred to the account of the Custodian, on behalf of the Portfolio, on the books and records of the Transfer Agent, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Trust acknowledges that the Custodian will only pay for Underlying Portfolio Shares under this Section on the basis of standing or periodic Proper Instructions. The Custodian shall receive confirmation from the Transfer Agent of the purchase of such securities and the transfer of such securities to the Custodian's account with the Transfer Agent only after such payment is made. The Custodian shall transfer Underlying Portfolio Shares redeemed for the account of a Portfolio (i) upon a determination by the Custodian that such securities have been redeemed and that payment for such securities will be transferred to the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. The Custodian will receive confirmation from the Transfer Agent of the redemption of such securities and payment therefore only after such securities are redeemed. Copies of all trade summary sheets from the Custodian reflecting purchases and sales of Underlying Portfolio Shares for the account of a Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian, and shall be provided upon request to the Trust on behalf of the Portfolio, together with any daily or other periodic transaction sheets reflecting each day's transactions for a Portfolio as reflected on the books and records of the Transfer Agent. The Custodian shall deliver to the Trust such reports on its system of internal accounting controls as the Trust may from time to time request.

4) The Custodian shall not be liable to the Trust or any Portfolio for any loss or damage to the Trust or any Portfolio resulting from maintenance of Underlying Portfolio Shares with the Transfer Agent except for losses resulting directly from the negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees.

5) The Trust, on behalf of the Portfolio, the Transfer Agent and the Custodian shall comply with the applicable conditions set forth in Addendum 1 hereto, so long as those conditions are required to be complied with by the SEC or the staff of the SEC."

3. Continuing Agreement.

Except as expressly amended by the Amendment No. 2 to Custodian Agreement, the provisions of the Agreement shall remain in full force and effect.

4. Addition of Portfolios to Schedule A

Schedule A of this Amendment listing the Master/Fund of Fund Portfolios may be amended from time to time in the manner provided in section 15(a) of the Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 3 to Custodian Agreement to be executed in its name and behalf by its duly authorized representative(s) as of the date first written above.

EACH OF THE ENTITIES SET FORTH ON
SCHEDULE A TO THE AMENDMENT

STATE STREET BANK AND TRUST COMPANY

MFS SERVICE CENTER, INC.

SCHEDULE A TO AMENDMENT
AS OF APRIL 26, 2005

MFS Series Trust X, on behalf of its series:

MFS Aggressive Growth Allocation Fund
MFS Conservative Allocation Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS Moderate Allocation Fund
MFS Bond Diversification Fund

ADDENDUM 1

CONDITIONS REQUIRED BY STAFF OF SEC

PORTFOLIO CONDITIONS

1. The Portfolio must maintain a system that is reasonably designed to prevent unauthorized officers' instructions and which will provide, at least, for the form, content, and means of giving, recording and reviewing the instructions.

2. The Board of Trustees overseeing the Portfolio must approve the arrangement with the Transfer Agent and review it as appropriate.

3. The number of persons authorized to transmit instructions by or on behalf of the Portfolio to the Transfer Agent must be limited (e.g., to 5).

4. Persons transmitting instructions by or on behalf of the Portfolio to the Transfer Agent must use passwords to insure that they are properly authorized.

5. Internal accounting controls by or on behalf of the Portfolio must be employed that subject all transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio and maintained by the Transfer Agent to daily proof against the Portfolio's transaction authorizations.

6. The Portfolio's independent accountants must perform at least three verifications of the Portfolio's investments, at least two of which must be performed without prior notice to the Portfolio.

TRANSFER AGENT CONDITIONS

7. The Transfer Agent must transmit daily transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio to someone at the Portfolio or someone acting on the Portfolio's behalf who is not the same person who transmitted the instruction to the Transfer Agent.

8. The Transfer Agent must maintain segregated accounts representing any assets held for the Custodian.

CUSTODIAN CONDITIONS

9. The Custodian must maintain the Portfolio's securities (i.e., investment in Underlying Shares) directly with the Transfer Agent in a separate account in its name.

10. The Custodian must send to the Portfolio or someone acting on behalf of the Portfolio copies of all transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio received from the Transfer Agent of any transfer to or from the account of the Portfolio.

11. The Custodian must send to the Portfolio or someone acting on behalf of the Portfolio reports regarding the Custodian's system of internal accounting control as the Portfolio or someone acting on behalf of the Portfolio may reasonably request from time to time.

EXHIBIT NO. 99.8(l)

MASTER CLASS R PLAN ADMINISTRATION AND SERVICE AGREEMENT

MASTER CLASS R ADMINISTRATION AND SERVICE AGREEMENT dated as of this 1st day of April 2005, 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").

W I T N E S S E T H:

WHEREAS, the Administrator, either directly or through third parties, provides various administrative, recordkeeping and communication/educational services to retirement plans and retirement plan participants which invest in Class R1, Class R2, Class R3, Class R4 and Class R5 shares of the Funds;

WHEREAS, the Funds desire to offer their Class R1, Class R2, Class R3, Class R4 and Class R5 shares as funding options to retirement plans and retirement plan participants;

WHEREAS, the Funds recognize that the plan administration services rendered by the Administrator benefit the Funds;

WHEREAS, in consideration for the Administrator's rendering these services to which the Funds benefit, the Funds are willing to provide compensation to the Administrator as set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto and hereinafter set forth, the parties covenant and agree as follows:

1. PLAN ADMINISTRATION SERVICES. The Administrator shall render, directly or indirectly through third parties, some or all of the services specified in Exhibit B hereto, and such other services as reflected in future amendments to Exhibit B from time to time (the "Administration Services"). These Administration Services include recordkeeping, tax reporting, account and communication/educational services for retirement plans and retirement plan participants which invest in Class R1, Class R2, Class R3, Class R4 and Class R5 shares.

2. MAINTENANCE OF BOOKS AND RECORDS. With respect to the provision of Administration Services, the Administrator will preserve for each Fund that is registered as a registered investment company with the Securities and Exchange Commission (the "SEC") all records required to be maintained as prescribed by the rules and regulations of the SEC in the manner and for the time periods prescribed by such rules. The Administrator agrees that all such records shall be the property and under the control of each Fund for which they are maintained and shall be made available, within five business days of any request therefor, to the Fund's Board of Trustees or auditors during regular business hours at the Administrator's offices. In the event of termination of this Agreement for any reason, all such records shall be returned, without charge, promptly to the appropriate Fund, free from any claim or retention of rights by the Administrator, except that the Administrator may retain copies of such records.

3. PLAN ADMINISTRATION AND SERVICE FEE. In consideration for the rendering of the Administration Services, each Fund shall pay the Administrator with respect to Class R1, Class R2, Class R3, Class R4 and Class R5 shares, on an annual basis, a fee equal to the percentage set forth on Exhibit C attributable solely to the assets of the Fund's Class R1, Class R2, Class R3, Class R4 and Class R5 shares (the "Administration Fee"). In no event shall the Administration Fee be used for the purpose of distributing or marketing fund shares, including but not limited to advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current account holders and the printing and mailing of sales literature. The Administration Fee shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Administrator on the second to last business day of each calendar month. If this Agreement becomes effective or terminates before the end of any calendar month, the Administration Fee for the period from the effective date to the end of such calendar month or from the beginning of such calendar month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

The governing board of each Fund will, on an annual basis, review the Administration Services and the Administration Fee (including the extent to which such Fee is greater or lesser than the Administrator's costs in providing such Services) and such other information as such board may reasonably request.

4. SCOPE OF ADMINISTRATION SERVICES; REGULATORY AND BUSINESS AND INDUSTRY PRACTICE DEVELOPMENTS. The Administration Services to be furnished by the Administrator include only those services described on Exhibit B. In the event that because of regulatory developments, or new or modified business or industry practices, the Funds require services in addition to the Administration Services, the Administrator will consider furnishing such additional services, with compensation for such additional services to be agreed upon with respect to each such occasion as it arises.

5. NON-EXCLUSIVITY. The services of the Administrator to the Funds hereunder are not to be deemed exclusive and the Administrator shall be free to render similar services to others.

6. STANDARD OF CARE. Neither the Administrator, nor any of its directors, officers, stockholders, agents or employees, shall be liable or responsible to any Fund or its shareholders for any error of judgment, mistake of law or any loss arising out of any act or omission in the performance by the Administrator of its duties under this Agreement, except for liability resulting from (a) willful misfeasance, (b) bad faith, (c) in the case of Administration Services that do not involve the provision of legal advice, negligence, and, in the case of Administration Services that involve the provision of legal advice, gross negligence, in each case on the Administrator's part or (d) from reckless disregard by the Administrator of its obligations and duties under this Agreement.

7. TERM, TERMINATION, AMENDMENT AND ASSIGNMENT. This Agreement shall begin on the date first written above and shall continue indefinitely. The Agreement may be terminated with respect to any Fund at any time, without payment of any penalty, by the Board of Trustees which oversees the Funds upon one hundred and twenty (120) days' written notice to the Administrator. This Agreement may be terminated by the Administrator with respect to any Fund at any time upon sixty
(60) days' written notice to the Fund. This Agreement may be amended at any time by a written agreement executed by each party hereto and may be assigned with respect to any Fund only with the written consent of the Fund and the Administrator.

8. MISCELLANEOUS.

a. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

b. GOVERNING LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the domestic substantive laws of The Commonwealth of Massachusetts, without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

c. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

d. JOINDER OF FUNDS. In the event that additional funds are created from time to time which desire to retain the Administrator to provide them with Administration Services pursuant to this Agreement, the Administrator and the additional fund may jointly amend Exhibit A hereto to add the additional fund, and the additional fund shall thereafter be deemed a "Fund" for all purposes of this Agreement. The consent of the other parties to this Agreement shall not be required to amend Exhibit A hereto.

e. SCOPE OF FUND'S OBLIGATIONS. A copy of the Declaration of Trust of each Fund (or trust of which the Fund is a series) organized as a Massachusetts business trust (each a "Trust"), is on file with the Secretary of State of The Commonwealth of Massachusetts. The Administrator acknowledges that the obligations of or arising out of this Agreement are not binding upon any of a Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest thereunder and hereunder. If this Agreement is executed by the Trust on behalf of one or more series of the Trust, the Administrator further acknowledges that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this Agreement. The Administrator also agrees that the obligations of each Fund hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affiliated, as of the date first written above.

ON BEHALF OF THE FUNDS LISTED ON
EXHIBIT A HERETO

Assistant Secretary and Assistant Clerk

MASSACHUSETTS FINANCIAL SERVICES COMPANY

AS OF APRIL 1, 2005

EXHIBIT A

FUNDS

MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MASSACHUSETTS INVESTORS TRUST
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS Cash Reserve Fund
MFS Core Equity Fund
MFS Core Growth Fund
MFS New Discovery Fund
MFS Research International Fund
MFS Strategic Growth Fund
MFS Technology Fund
MFS Value Fund
MFS SERIES TRUST II
MFS Emerging Growth Fund
MFS SERIES TRUST III
MFS High Income Fund
MFS SERIES TRUST IV
MFS Mid Cap Growth Fund
MFS SERIES TRUST V
MFS International New Discovery Fund MFS Research Fund
MFS Total Return Fund
MFS SERIES TRUST VI
MFS Global Equity Fund
MFS Global Total Return Fund
MFS Utilities Fund
MFS SERIES TRUST VII
MFS Capital Opportunities Fund
MFS SERIES TRUST VIII
MFS Global Growth Fund
MFS SERIES TRUST IX
MFS Bond Fund
MFS Intermediate Investment Grade Bond Fund MFS Limited Maturity Fund
MFS Research Bond Fund
MFS Inflation-Adjusted Bond Fund
MFS SERIES TRUST X
MFS Aggressive Growth Allocation Fund MFS Conservative Allocation Fund
MFS Growth Allocation Fund
MFS International Diversification Fund MFS Moderate Allocation Fund
MFS New Endeavor Fund
MFS Strategic Value Fund
MFS SERIES TRUST XI
MFS Mid Cap Value Fund

AS OF APRIL 1, 2005

EXHIBIT B

ADMINISTRATION SERVICES

UNDERLYING INVESTMENT OPTIONS
MFS Funds

Non-MFS Funds

Employer Stock & Guaranteed Investment Contracts (GICs)

Self Directed Brokerage

PLAN ADMINISTRATION

PLAN SET-UP
Design plan, provide & prepare plan document Submit IRS package (if necessary)
Produce Summary Plan Description
Review plan application
Produce enrollment materials & forms Prepare enrollment kits
Conduct plan educational meetings

PLAN SETUP FOR FINANCIAL CONVERSION
Gather historical data
Coordinate transfer of assets
Gather census data and investment allocations

ON-GOING PLAN COMPLIANCE
Review census/identify new entrants
Annual & mid-year test for 401(k) and 401(m) discrimination Calculation and/or review of employer contributions Review elective deferrals for compliance with 402(g) Test for top-heavy plan
5500 and attachments
Summary annual report
Review contributions for compliance with 415 Compliance consulting
Plan amendments/summary of material modifications

RECORDKEEPING
Review, Process, and Record Allocations of:
Employee contributions
Employer ongoing contributions
Employer year-end contributions
Forfeitures
Earnings and gains or losses
Investment changes

REPORTING AND DISCLOSURE
Quarterly participant statements
Roster turn around reports (optional) Transaction activity report
Quarterly trust report
Reconciliation of data, if needed

DISTRIBUTIONS
Provide participant benefit packages Calculation of vested benefits
Calculation and authorization of plan distributions Completion of electronic loan forms
Calculation of loan amounts
Loan amortization
Tracking of loan repayments
Issuance of checks
Tax withholding/remittance to IRS, state, where applicable Preparation of Form 1099R

                                                            AS OF APRIL 1, 2005

                                                                      EXHIBIT C

                        SHARE CLASS                                  FEE
                        -----------                                  ---

Class R1                                                            0.45%
Class R2                                                            0.40%
Class R3                                                            0.25%
Class R4                                                            0.15%
Class R5                                                            0.10%

EXHIBIT NO. 99.9(b)

LEGAL OPINION CONSENT

I consent to the incorporation by reference in this Post-Effective Amendment No. 37 to the Registration Statement (File Nos. 2-60491 and 811-2794) (the "Registration Statement") of MFS(R) Series Trust III (the "Trust"), of my opinion dated May 13, 1998, appearing in Post-Effective Amendment No. 25 to the Trust's Registration Statement, which was filed with the Securities and Exchange Commission on May 15, 1998.

Assistant Secretary and Assistant Clerk

Boston, Massachusetts
March 28, 2005

EXHIBIT NO. 99.10(c)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 37 to Registration Statement No. 2-60491 on Form N1-A of our report dated March 24, 2005, relating to the financial statements of MFS High Income Fund, a series of MFS Series Trust III, appearing in the Annual Report to shareholders for the year ended January 31, 2005, and to the references made to us under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm and Financial Statements" in the Statement of Additional Information, both of which are part of such Registration Statement.

DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

Boston, Massachusetts
March 28, 2005

EXHIBIT NO. 99.13(a)

MFS FUNDS
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940

Effective January 1, 1997,

Amended and Restated effective February 22, 2005

This Distribution Plan (the "Plan") has been adopted by each of the registered investment companies identified from time to time on Exhibit A hereto (the "Trust" or "Trusts"), severally and not jointly, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), and sets forth the material aspects of the financing of the distribution of the classes of shares representing interests in the same portfolio issued by the Trusts.

WITNESSETH:

WHEREAS, each Trust is engaged in business as an open-end management investment company and is registered under the 1940 Act, some consisting of multiple investment portfolios or series, each of which has separate investment objectives and policies and segregated assets (the "Fund" or "Funds"); and

WHEREAS, each Fund intends to distribute its Shares of Beneficial Interest (without par value) ("Shares") in accordance with Rule 12b-1 under the 1940 Act, and desires to adopt this Distribution Plan as a plan of distribution pursuant to such Rule; and

WHEREAS, each Fund presently offers multiple classes of Shares, some Funds presently offering only certain classes of Shares to investors;

WHEREAS, each Trust has entered into a distribution agreement (the "Distribution Agreement") in a form approved by the Board of Trustees of each Trust (the "Board of Trustees") in the manner specified in Rule 12b-1, with MFS Fund Distributors, Inc., a Delaware corporation, as distributor (the "Distributor"), whereby the Distributor provides facilities and personnel and renders services to each Fund in connection with the offering and distribution of Shares; and

WHEREAS, each Trust recognizes and agrees that the Distributor (or an affiliate of the Distributor) may compensate financial intermediaries, including, but not limited to brokers, dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators, third party administrators and any others having a selling, administration or any similar agreement with MFD, MFS or one of its affiliates (each, a "financial intermediary") for providing services to record or beneficial owners of Shares or otherwise in connection with the distribution of Shares and servicing of the Shares; and

WHEREAS, the Distribution Agreement provides that: (a) a sales charge may be paid by investors who purchase certain classes of Shares and that the Distributor and financial intermediaries will receive such sales charge as partial compensation for their services in connection with the sale of these classes of Shares, and (b) the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Shares and the Distributor may retain or receive from a fund, as the case may be, all such deferred sales charges; and

WHEREAS, the Board of Trustees of each Trust, in considering whether each Fund should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination as to whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets of a Fund for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the Fund and its shareholders; and

NOW THEREFORE, the Board of Trustees of each Trust hereby adopts this Plan for each Fund as a plan of distribution in accordance with Rule 12b-1, relating to the classes of Shares each Fund from time to time offers, on the following terms and conditions:

1. SERVICES PROVIDED AND EXPENSES BORNE BY DISTRIBUTOR.

1.1. As specified in the Distribution Agreement, the Distributor shall provide facilities, personnel and a program with respect to the offering and sale of Shares. Among other things, the Distributor shall be responsible for any commissions payable to a financial intermediary (including any ongoing maintenance commissions), all expenses of printing (excluding typesetting) and distributing prospectuses to prospective shareholders and providing such other related services as are reasonably necessary in connection therewith.

1.2. The Distributor shall bear all distribution-related expenses to the extent specified in the Distribution Agreement in providing the services described in Section 1.1, including, without limitation, the compensation of personnel necessary to provide such services and all costs of travel, office expenses (including rent and overhead), equipment, printing, delivery and mailing costs.

2. DISTRIBUTION FEES AND SERVICE FEES.

2.1 Distribution and Service Fees Common to Each Class of Shares.

2.1.1. Service Fees. As partial consideration for the shareholder servicing and/or account maintenance services performed by the Distributor and/or a financial intermediary in the performance of its obligations under its agreement with the Distributor (or an affiliate of the Distributor), a Fund shall pay the Distributor a service fee periodically at a rate not to exceed 0.25% per annum of the average daily net assets of each share class of the Fund subject to this Plan. Such service fee shall be paid to the Distributor, which may, at its discretion, retain all or a portion of such payments or pay all or a portion of these fees to financial intermediaries. Service fees compensate the Distributor and/or financial intermediaries for shareholder servicing and account maintenance activities, including, but not limited to, shareholder recordkeeping (including assisting in establishing and maintaining customer accounts and records), transaction processing (including assisting with purchase, redemption and exchange requests), shareholder reporting, arranging for bank wires, monitoring dividend payments from the Funds on behalf of customers, forwarding certain shareholder communications from the Funds to customers, corresponding with shareholders and customers regarding the Funds (including receiving and responding to inquiries and answering questions regarding the Funds), and aiding in maintaining the investment of their respective customers in the Funds. The service fees payable by the Distributor to any financial intermediary under this Section 2.1.1. may be subject in whole or in part to such minimum account or payment requirements or financial intermediary standards (including any exceptions thereto) as the Distributor may establish from time to time.

2.1.2. Distribution Fees. As partial consideration for the services performed as specified in the Distribution Agreement and expenses incurred in the performance of its obligations under the Distribution Agreement, a Fund shall pay the Distributor a distribution fee periodically at a rate based on the average daily net assets of a Fund attributable to the designated class of Shares. Distribution fees compensate the Distributor and financial intermediaries for their expenses incurred in connection with the distribution of Shares, including, but not limited to, commissions to financial intermediaries, printing prospectuses and reports used for sales purposes, the preparation and printing of sales literature, personnel, travel, office expense and equipment and other distribution-related expenses. The amount of the distribution fee paid by the Fund may differ with respect to each class of Shares, as may the use by the Distributor of such distribution fees.

2.2. Distribution Fees Relating to Class A and Class 529A Shares

2.2.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class A Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. Each Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.10% per annum of average daily net assets of the Fund attributable to Class A Shares. Each Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of average daily net assets of the Fund attributable to Class 529A Shares.

2.2.2. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.1.2. hereof shall not exceed 0.35% per annum of the average daily net assets attributable to Class A Shares of each Fund and 0.50% per annum of the average daily net assets attributable to Class 529A Shares of each Fund.

2.3. Distribution Fees Relating to Class B and Class 529B Shares

2.3.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class B and Class 529B Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class B and Class 529B Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Fund's average daily net assets attributable to Class B and Class 529B Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.3. shall not exceed 1.00% per annum of the average daily net assets attributable to Class B Shares or Class 529B shares of each Fund .

2.3.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sale of Class B and Class 529B Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the financial intermediaries in consideration of the financial intermediaries' services with respect to Class B and Class 529B Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class B or Class 529B Shares.

2.4. Distribution Fees Relating to Class C and Class 529C Shares

2.4.1. It is understood that the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Class C and Class 529C Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class C and Class 529C Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Fund's average daily net assets attributable to Class C and Class 529C Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.4. shall not exceed 1.00% per annum of the average daily net assets attributable to Class C Shares or Class 529C shares of each Fund .

2.4.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sales of Class C and Class 529C Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid to the financial intermediaries in consideration of the financial intermediaries' services with respect to Class C and Class529C Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class C or Class 529C Shares.

2.5. Distribution Fees Relating to Class J Shares

2.5.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sale of Class J Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the financial intermediaries in consideration of the financial intermediaries' services with respect to Class J Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class J Shares.

2.6. Distribution Fees Relating to Class R, R1, R2 and R3 Shares

2.6.1. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of the Fund's average daily net assets attributable to Class R Shares. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R1 Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.50% per annum of the Fund's average daily net assets attributable to Class R1 Shares. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R2 and R3 Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of the Fund's average daily net assets attributable to each of Class R2 and R3 Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.6. shall not exceed 0.75% per annum of the average daily net assets attributable to Class R1 shares of each Fund and 0.50% per annum of the average daily net assets attributable to Class R, R2 or R3 shares of each Fund.

2.6.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sale of Class R, R1, R2 and R3 Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the financial intermediaries in consideration of the financial intermediaries' services with respect to Class R, R1, R2 and R3 Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class R, R1, R2 and R3 Shares.

3. EXPENSES BORNE BY FUND. Each Fund shall pay all fees and expenses of any independent auditor, legal counsel, investment adviser, administrator, transfer agent, custodian, shareholder servicing agent, registrar or dividend disbursing agent of the Fund; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to shareholders of a Fund, except that the Distributor shall be responsible for the distribution-related expenses as provided in
Section 1 hereof.

4. ACTION TAKEN BY THE TRUST. Nothing herein contained shall be deemed to require a Trust to take any action contrary to its Declaration of Trust or By-laws or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of Trustees of the responsibility for and control of the conduct of the affairs of a Fund.

5. EFFECTIVENESS OF PLAN. This Plan shall become effective upon (a) approval by a vote of at least a "majority of the outstanding voting securities" of each particular class of Shares (unless previously so approved or unless such approval is not required under applicable law), and (b) approval by a vote of the Board of Trustees and a vote of a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "Qualified Trustees"), such votes to be cast in person at a meeting called for the purpose of voting on this Plan.

6. DURATION OF PLAN. This Plan shall continue in effect indefinitely; provided however, that such continuance is "specifically approved at least annually" by vote of both a majority of the Trustees of the Trust and a majority of the Qualified Trustees, such votes to be cast in person at a meeting called for the purpose of voting on the continuance of this Plan. If such annual approval is not obtained, this Plan, with respect to the classes of Shares with respect to which such approval was not obtained, shall expire 12 months after the effective date of the last approval.

7. AMENDMENTS OF PLAN. This Plan may be amended at any time by the Board of Trustees; provided that this Plan may not be amended to increase materially the amount of permitted expenses hereunder without the approval of holders of a "majority of the outstanding voting securities" of the affected class of Shares and may not be materially amended in any case without a vote of a majority of both the Trustees and the Qualified Trustees. This Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or by a vote of the holders of a "majority of the outstanding voting securities" of Shares.

8. REVIEW BY BOARD OF TRUSTEES. Each Fund and the Distributor shall provide the Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

9. SELECTION AND NOMINATION OF QUALIFIED TRUSTEES. While this Plan is in effect, the selection and nomination of Qualified Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust.

10. DEFINITIONS; COMPUTATION OF FEES. For the purposes of this Plan, the terms "interested persons", "majority of the outstanding voting securities" and "specifically approved at least annually" are used as defined in the 1940 Act or the rules and regulations adopted thereunder and in accordance with each Trust's Declaration of Trust. All references herein to "Fund" shall be deemed to refer to a Trust where such Trust does not have multiple portfolios or series. In addition, for purposes of determining the fees payable to the Distributor hereunder, (i) the value of a Fund's net assets shall be computed in the manner specified in each Fund's then-current prospectus and statement of additional information for computation of the net asset value of Shares of the Fund and (ii) the net asset value per Share of a particular class shall reflect any plan adopted under Rule 18f-3 under the 1940 Act.

11. RETENTION OF PLAN RECORDS. Each Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in Section 8 hereof (collectively, the "Records") for a period of six years from the end of the fiscal year in which such Record was made and each such record shall be kept in an easily accessible place for the first two years of said record-keeping.

12. APPLICABLE LAW. This Plan shall be construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.

13. SEVERABILITY OF PLAN. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby. The provisions of this Plan are severable with respect to each class of Shares offered by a Fund and with respect to each Fund.

14. SCOPE OF TRUST'S OBLIGATION. A copy of the Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. It is acknowledged that the obligations of or arising out of this Plan are not binding upon any of the Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this Plan is adopted by the Trust on behalf of one or more series of the Trust, it is further acknowledged that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Plan are binding solely upon the assets or property of the series on whose behalf the Trust has adopted this Plan. If the Trust has adopted this Plan on behalf of more than one series of the Trust, it is also acknowledged that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and no series shall be responsible for the obligations of another series.

                                                                                                    EXHIBIT A

                               FUNDS AND SHARE CLASSES COVERED BY RULE 12B-1 PLAN
                                            AS OF: JANUARY 25, 2005

--------------------------------------------------------------------------------------------------------------
                                                 CLASSES OF SHARES COVERED
                      FUND                           BY RULE 12b-1 PLAN         DATE RULE 12b-1 PLAN ADOPTED
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST I
--------------------------------------------------------------------------------------------------------------
MFS Cash Reserve Fund                                A, B, C, 529A, 529B,     January 1, 1997; April 17,
                                                     529C, R1, R2, R3, R4     2002 (529 Share Classes),
                                                                              January 25, 2005 (Classes R1,
                                                                              R2, R3, R4)
--------------------------------------------------------------------------------------------------------------
MFS Core Equity Fund                              A, B, C, R, R1, R2, R3, R4  January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Core Growth Fund                              A, B, C, R, R1, R2, R3, R4  January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Managed Sectors Fund                                   A, B, C            January 1, 1997,
                                                                              April 12, 2000 (C shares)
--------------------------------------------------------------------------------------------------------------
MFS New Discovery Fund                              A, B, C, 529A, 529B,      January 1, 1997; April 17, 2002
                                                  529C, R, R1, R2, R3, R4     (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Research International Fund
                                                    A, B, C, 529A, 529B,      January 1, 1997; April 17, 2002
                                                  529C, R, R1, R2, R3, R4     (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Strategic Growth Fund                          A, B, C, J**, 529A,        December 8, 1999 (J shares);
                                                 529B,  529C, R, R1, R2,      January 1, 1997; April 17, 2002
                                                         R3, R4               (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Technology Fund                                A, B, C, R1, R2, R3, R4    January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Value Fund                                       A, B, C, 529A, 529B,     January 1, 1997; April 17, 2002
                                                   529C, R, R1, R2, R3, R4    (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST II
--------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Fund                             A, B, C, 529A, 529B,     January 1, 1997; April 17, 2002
                                                   529C, R, R1, R2, R3, R4    (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Large Cap Growth Fund                                    A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST III
--------------------------------------------------------------------------------------------------------------
MFS High Income Fund                                 A, B, C, 529A, 529B.     January 1, 1997; April 17, 2002
                                                   529C, R, R1, R2, R3, R4    (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS High Yield Opportunities Fund                          A, B, C            July 1, 1998
--------------------------------------------------------------------------------------------------------------
MFS Municipal High Income Fund                               B, C             September 16, 1998
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST IV
--------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Fund                              A, B, C, 529A, 529B,     April 17, 2002 (529 Share
                                                   529C, R, R1, R2, R3, R4    Classes), January 1, 1997;
                                                                              October 16, 2002 (Class R),
                                                                              August 15, 2003 (Class R3),
                                                                              January 25, 2005 (Classes R1, R2
                                                                              and R4)
--------------------------------------------------------------------------------------------------------------
MFS Municipal Bond Fund                                       B               January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST V
--------------------------------------------------------------------------------------------------------------
MFS International New Discovery Fund                 A, B, C, 529A, 529B,     October 8, 1997; April 17, 2002
                                                   529C, R, R1, R2, R3, R4    (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Research Fund                                    A, B, C, 529A, 529B,     January 1, 1997; April 17, 2002
                                                   529C, R, R1, R2, R3, R4    (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Total Return Fund                              A, B, C, 529A, 529B,       January 1, 1997; April 17, 2002
                                                  529C, R, R1, R2, R3, R4     (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST VI
--------------------------------------------------------------------------------------------------------------
MFS Global Equity Fund                              A, B, C, J, R, R1, R2,    January 1, 1997; April 14, 1999
                                                            R3, R4            (J shares), October 16, 2002
                                                                              (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Global Total Return Fund                      A, B, C, R, R1, R2, R3, R4  January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Utilities Fund                                A, B, C, R, R1, R2, R3, R4  January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST VII
--------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities Fund                     A, B, C, 529A, 529B,       January 1, 1997; April 17, 2002
                                                 529C, R, R1, R2, R3, R4      (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST VIII
--------------------------------------------------------------------------------------------------------------
MFS Global Growth Fund                            A, B, C, R, R1, R2, R3, R4  January 1, 1997, October 16,
                                                                              2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Strategic Income Fund                                  A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Tax Managed Equity Fund                                A, B, C            December 31, 2001
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST IX
--------------------------------------------------------------------------------------------------------------
MFS Bond Fund                                       A, B, C, 529A, 529B,      January 1, 1997; April 17, 2002
                                                  529C, R, R1, R2, R3, R4     (529 Share Classes), October 17,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Emerging Opportunities Fund                            A, B, C            May 3, 1999
--------------------------------------------------------------------------------------------------------------
MFS Inflation-Adjusted Bond Fund                     A, B, C, 529A, 529B,     July 16, 2003, July 20, 2004
                                                   529C, R, R1, R2, R3, R4    (Classes R and R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Intermediate Investment Grade Bond Fund         A, B, C, R, R1, R2,       January 4, 1999, October 16,
                                                          R3, R4              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Limited Maturity Fund                          A, B, C, 529A, 529B,       January 1, 1997; April 17, 2002
                                                 529C, R, R1, R2, R3, R4      (529 Share Classes) , October
                                                                              16, 2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Municipal Limited Maturity Fund                        A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Research Bond Fund                              A, B, C, 529A, 529B,      January 4, 1999; April 17, 2002
                                                  529C, R, R1, R2, R3, R4     (529 Share Classes) , October
                                                                              16, 2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Research Bond Fund J                                   A, B, C            September 18, 2002
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST X
--------------------------------------------------------------------------------------------------------------
MFS Aggressive Growth Allocation Fund                A, B, C, 529A, 529B,     April 17, 2002, October 16, 2002
                                                   529C, R, R1, R2, R3, R4    (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Conservative Allocation Fund                   A, B, C, 529A, 529B,       April 17, 2002, October 16, 2002
                                                 529C, R, R1, R2, R3, R4      (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Emerging Markets Debt Fund                             A, B, C            March 17, 1998
--------------------------------------------------------------------------------------------------------------
MFS Emerging Markets Equity Fund                           A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Floating Rate High Income Fund                           A, C             September, 20, 2004
--------------------------------------------------------------------------------------------------------------
MFS Government Mortgage Fund                                 A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Growth Allocation Fund                         A, B, C, 529A, 529B,       April 17, 2002, October 16, 2002
                                                 529C, R, R1, R2, R3, R4      (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS International Diversification Fund            A, B, C, 529A, 529B,        July 20, 2004, January 25, 2005
                                                529C, R, R1, R2, R3, R4       (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS International Growth Fund                              A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS International Value Fund                               A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Moderate Allocation Fund                       A, B, C, 529A, 529B,       April 17, 2002, October 16, 2002
                                                 529C, R, R1, R2, R3, R4      (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS New Endeavor Fund                           A, B, C, R, R1, R2, R3, R4    September 20, 2000, October
                                                                              16, 2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Strategic Value Fund                           A, B, C, 529A, 529B,       March 17, 1998; April 17, 2002
                                                 529C, R, R1, R2, R3, R4      (529 Share Classes) , October
                                                                              16, 2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS SERIES TRUST XI
--------------------------------------------------------------------------------------------------------------
MFS Mid Cap Value Fund                          A, B, C, 529A, 529B,          July 19, 2001; April 17, 2002
                                              529C, R, R1, R2, R3, R4         (529 Share Classes) , October
                                                                              16, 2002 (Class R), August 15,
                                                                              2003 (Class R3), January 25,
                                                                              2005 (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Union Standard Equity Fund                             A, B, C            July 30, 1997
--------------------------------------------------------------------------------------------------------------
STAND ALONE FUNDS
--------------------------------------------------------------------------------------------------------------
Massachusetts Investors Growth Stock Fund          A, B, C, J, 529A, 529B,    January 1, 1997; September 20,
                                                   529C, R, R1, R2, R3, R4    2002 2000 (J shares), April 17,
                                                                              (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
Massachusetts Investors Trust                      A, B, C, 529A, 529B,       January 1, 1997; April 17, 2002
                                                 529C, R, R1, R2, R3, R4      (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Government Limited Maturity Fund                       A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Government Securities Fund                     A, B, C, 529A, 529B,       January 1, 1997, April 17, 2002
                                                 529C, R, R1, R2, R3, R4      (529 Share Classes), October 16,
                                                                              2002 (Class R), August 15, 2003
                                                                              (Class R3), January 25, 2005
                                                                              (Classes R1, R2 and R4)
--------------------------------------------------------------------------------------------------------------
MFS Growth Opportunities Fund                                A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------
MFS MUNICIPAL SERIES TRUST
--------------------------------------------------------------------------------------------------------------
MFS Alabama Municipal Bond Fund                              A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Arkansas Municipal Bond Fund                             A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS California Municipal Bond Fund                         A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Florida Municipal Bond Fund                              A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Georgia Municipal Bond Fund                              A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Maryland Municipal Bond Fund                             A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Massachusetts Municipal Bond Fund                        A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Mississippi Municipal Bond Fund                          A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Municipal Income Fund                                  A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS New York Municipal Bond Fund                           A, B, C            January 1, 1997; October 11,
                                                                              2000 (C shares)
--------------------------------------------------------------------------------------------------------------
MFS North Carolina Municipal Bond Fund                     A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Pennsylvania Municipal Bond Fund                         A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS South Carolina Municipal Bond Fund                       A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Tennessee Municipal Bond Fund                            A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS Virginia Municipal Bond Fund                           A, B, C            January 1, 1997
--------------------------------------------------------------------------------------------------------------
MFS West Virginia Municipal Bond Fund                        A, B             January 1, 1997
--------------------------------------------------------------------------------------------------------------

----------
** Reference to Class J shares of the MFS Strategic Growth Fund will be eliminated upon termination of the
   Class J shares of the MFS Strategic Growth Fund.

EXHIBIT NO. 99.15

MFS FUNDS
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3(d) UNDER THE
INVESTMENT COMPANY ACT OF 1940

Effective September 6, 1996, as amended and restated August 15, 2003, as amended January 25, 2005

This Plan relating to Multiple Classes of Shares (the "Plan") has been adopted by each of the registered investment companies (the "Trust" or "Trusts"), identified on behalf of its various series from time to time on Exhibit A hereto, severally and not jointly, pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the "1940 Act"), and sets forth the differences in expenses among the classes of shares representing interests in the same portfolio issued by the Trusts under a multiple distribution arrangement and the conversion and exchange feature, if any, of each such class of shares (the "Multiple Distribution System").

A. THE TRUSTS AND FUNDS

Each Trust is an open-end management investment company registered under the 1940 Act, some consisting of multiple investment portfolios or series, each of which has separate investment objectives and policies and segregated assets (the "Fund" or "Funds").

Each Trust (if it has no series) and each Trust on behalf of each Fund (if it has series) has entered into an investment advisory agreement with Massachusetts Financial Services Company or an affiliate thereof ("MFS") pursuant to which MFS, subject to the general supervision of the Board of Trustees of the Trust, provides portfolio management services. Each Trust has also entered into an administrative services agreement with MFS pursuant to which MFS provides financial operations, legal and other administrative services to each Fund. Each Trust has also entered into a distribution agreement with MFS Fund Distributors, Inc. ("MFD") to provide certain distribution services for the Fund, pursuant to which MFD acts as each Fund's distributor. Certain Funds have adopted a distribution plan (a "Rule 12b-1 Plan") in accordance with Rule 12b-1 under the 1940 Act. Transfer agency and recordkeeping functions are provided to each Fund by MFS Service Center, Inc. ("MFSC") pursuant to a shareholder servicing agent agreement. Certain Trusts, on behalf of certain of their series which offer 529 share classes, have entered (or intend to enter) into one or more agreements with MFD pursuant to which MFD or a third party receives compensation from the Funds in recognition of the rendering of administrative services relating to qualified tuition programs established in accordance with Section 529 of the Internal Revenue Code through which the 529 share classes are sold. Certain Trusts, on behalf of certain of their series which offer Class R1, Class R2, Class R3, Class R4 and Class R5 shares, have entered into an agreement with MFS pursuant to which MFS or a third party receives compensation from the Funds in recognition of the rendering of administrative and recordkeeping services relating to retirement plans which invest in Class R1, Class R2, Class R3, Class R4 and Class R5 shares.

B. SHARE CLASSES

The Funds offer Class A, Class B, Class C, Class 529A, Class 529B, Class 529C, Class I, Class R, Class R1, Class R2, Class R3, Class R4, Class R5 and Class J shares as specified in the Rule 12b-1 Plan. Class 529A, Class 529B and Class 529C shares have identical characteristics for purposes of this Rule 18f-3 Plan as the corresponding Class A, Class B and Class C shares. Therefore, unless noted otherwise, references in this 18f-3 Plan to Class A, Class B and Class C shares will refer to the corresponding Class 529A, Class 529B and Class 529C shares.

C. THE MULTIPLE DISTRIBUTION SYSTEM

Under the Multiple Distribution System, each Fund may provide investors with the option of purchasing shares: (1) with a front-end sales load (except sales of $1 million or more and purchases by certain retirement plans, which are subject to a contingent deferred sales charge ("CDSC")) which may vary among Funds and, in some cases, a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan ("Class A shares"); (2) without a front-end sales load, but subject to a CDSC as well as a distribution fee and/or a service fee pursuant to a Rule 12b-1 Plan ("Class B shares"); (3) without a front-end load, but subject to a CDSC, (which may differ from the CDSC applicable to Class B shares) as well as a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan ("Class C shares"); (4) without a front-end load or CDSC and without a distribution or service fee pursuant to a Rule 12b-1 plan ("Class I and Class R5 shares"); (5) without a front-end load or CDSC but with a distribution and service fee pursuant to a Rule 12b-1 plan ("Class R, Class R1, Class R2, Class R3 and Class R4 shares,"); (6) with a front-end sales load and a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan ("Class J shares"). Some of the Funds presently offer only certain of these classes of shares to investors. This Plan shall apply to the classes of shares of each Fund only to the extent each Trust has designated particular classes of shares for that Fund. The Funds may from time to time create one or more additional classes of shares, the terms of which may differ from the Class A shares, Class B shares, Class C shares, Class I shares, Class R shares, Class R1 shares, Class R2 shares, Class R3 shares, Class R4 shares, Class R5 shares and Class J shares described below.

1. Class A Shares

Class A shares are offered to investors at net asset value plus a front-end sales load (except for certain sales, which are subject to a CDSC). The sales load is at rates competitive in the industry and is subject to reduction for larger purchases and under a right of accumulation or a letter of intention. In accordance with
Section 22(d) of the 1940 Act, the front-end sales load is waived for certain types of investors or in connection with certain classes of transactions. Class A shareholders are assessed an ongoing service fee and/or distribution fee under a Rule 12b-1 Plan based upon a percentage of the average daily net asset value of the Class A shares. Proceeds from the front-end load, service fee and distribution fee are used by MFD primarily to pay initial commissions, ongoing service fees and certain distribution-related expenses, respectively. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529A shares pay an administrative service fee to MFD.

2. Class B Shares

Class B shares are offered to investors at net asset value without the imposition of a sales load at the time of purchase. However, an investor's proceeds from a redemption of Class B shares (on which a dealer commission has been paid) within a specified period of time after purchase may be subject to a CDSC. The CDSC is paid to and retained by MFD. The amount of any applicable CDSC will be based upon the lower of the net asset value at the time of purchase or at the time of redemption as required by Rule 6c-10 under the 1940 Act. Class B shares that are redeemed will not be subject to a CDSC to the extent that the shares represent (1) reinvestment of dividends or capital gain distributions, (2) shares redeemed after a defined period of time, or (3) increases in the value of an account due to capital appreciation. Class B shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. Class B shares that are outstanding for a specified period of time will convert to Class A shares of the Fund. See "Conversion Features" below. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529B shares pay an administrative services fee to MFD.

3. Class C Shares

Class C shares are offered to investors at net asset value without the imposition of a front-end sales load. Class C shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. In addition, an investor's proceeds from a redemption of Class C shares (on which a dealer commission has been paid) within a specified period of time after purchase may be subject to a CDSC. The CDSC is paid to and retained by MFD. Class C shares that are redeemed will not be subject to a CDSC to the extent that the shares represent (i) reinvestment of dividends or capital gains distributions, (ii) shares redeemed after a defined period of time, or (iii) increases in the value of an account due to capital appreciation. Class C shares differ from Class B shares in that (i) the Class C shares would be subject to a lower CDSC than the Class B shares (ii) the CDSC would be imposed on the Class C shares for a shorter period of time than the Class B shares and
(iii) Class C shares do not convert to any other class of shares. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529C shares pay an administrative services fee to MFD.

4. Class I Shares

Class I shares are offered to certain investors at net asset value without the imposition of a front-end load or a CDSC and without a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan.

5. Class R, Class R1, Class R2, Class R3, Class R4 and Class R5 Shares

Class R, Class R1, Class R2, Class R3, Class R4 and Class R5 shares are offered principally to retirement plans and other tax-deferred vehicles at net asset value without the imposition of a front-end load or CDSC. Class R, Class R1, Class R2, Class R3 and Class R4 shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. Amounts payable under the Rule 12b-1 Plan are subject to such limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class R5 shares are offered without a distribution or service fee pursuant to a Rule 12b-1 Plan. Class R1, Class R2, Class R3, Class R4 and Class R5 shares pay an administrative services fee to MFS in recognition of the rendering of administrative and record keeping services to the retirement plans which invest in these share classes.

6. Class J Shares

Class J shares are offered exclusively to investors in Japan at net asset value plus a front-end sales load. The sales load is at rates competitive for investment products offered to retail investors in Japan. In accordance with Section 22(d) of the 1940 Act, the front-end sales load may be waived for certain types of investors or in connection with certain classes of transactions. Class J shareholders are assessed an ongoing service fee and/or distribution fee under a Rule 12b-1 Plan based upon a percentage of the average daily net asset value of the Class J shares. Proceeds from the front-end load service fee and distribution fee are used by MFD primarily to pay initial commissions, ongoing service fees and certain distribution-related expenses, respectively. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect.

D. EXPENSES

Under the Multiple Distribution System, all expenses incurred by a Fund are borne proportionately by each class of shares based on the relative net assets attributable to each such class, except for the different (i) distribution and service fees (and any other costs relating to implementing the Rule 12b-1 Plan or an amendment to such Plan including obtaining shareholder approval of the Rule 12b-1 Plan or an amendment to such Plan); (ii) printing and postage expenses; and
(iii) shareholder servicing, administration and certain other fees attributable to a class, which will be borne directly by each respective class.

E. CONVERSION FEATURES

1. Conversion of Class B shares

Except for Class B shares of a Fund exclusively offered for sale in Japan, a shareholder's Class B shares of a Fund remain outstanding for a specified period of time, they will automatically convert to Class A shares of that Fund at the relative net asset values of each of the classes, and will thereafter be subject to the lower fee under the Class A Rule 12b-1 Plan (the Class B shares will convert into Class A shares, and Class 529B shares will convert to Class 529A shares). Shares purchased through the reinvestment of distributions paid in respect of Class B shares will be treated as Class B shares for purposes of the payment of the distribution and service fees under the Rule 12b-1 Plan applicable to Class B shares. However, for purposes of conversion to Class A, all shares in a shareholder's account that were purchased through the reinvestment of distributions paid in respect of Class B shares (and which have not converted to Class A shares as provided above) will be held in a separate sub-account. Each time any Class B shares in the shareholder's account (other than those in the sub-account) convert to Class A, a portion of the Class B shares then in the sub-account will also convert to Class A. The portion will be determined by the ratio that the shareholder's Class B shares not acquired through distributions that are converting to Class A bears to the shareholder's total Class B shares not acquired through distributions.

This conversion feature shall not apply to Class B shares of the MFS Research Bond Fund J.

2. Conversion of Other Classes

Any other class of shares may provide that shares in that class (the "Purchase Class") will, after a period of time, automatically convert into another class of shares (the "Target Class") in accordance with the provisions of Rule 18f-3. Such a conversion feature would be described in the relevant Fund's prospectus.

3. General

Any conversion of shares of one class to shares of another class would be subject to the continuing availability of a ruling of the Internal Revenue Service or an opinion of legal counsel to the effect that the conversion of these shares does not constitute a taxable event under federal tax law. Any such conversion may be suspended if such a ruling or opinion is no longer available. In the event such conversion does not occur, these shares would continue to be subject for an indefinite period to the higher distribution fees and, in some cases, higher shareholder servicing fees of the class.

F. EXCHANGE FEATURES

Each class of shares may have different exchange features applicable to the shares of that class. Currently, Class A shares of a Fund may be exchanged, either all or in part, at net asset value for Class A shares of another Fund. Class A shares of MFS Cash Reserve Fund may be exchanged for Class A shares of another Fund at net asset value plus that Fund's normal front-end load (except in certain situations described in MFS Cash Reserve Fund's prospectus). Class B shares may be exchanged, either all or in part, at net asset value for Class B shares of another Fund. Class C shares may be exchanged, either all or in part, at net asset value for Class C shares of another Fund. The same exchange privilege rules apply to the Class 529 share classes (e.g., Class 529A shares of one Fund may be exchanged for Class 529A shares of another Fund). Class I shares may be exchanged, either all or in part, at net asset value for Class I shares of another Fund available for purchase by the shareholder and for shares of the MFS Money Market Fund. Class R, Class R1, Class R2, Class R3, Class R4 and Class R5 shares may be exchanged, either all or in part, at net asset value for Class R, Class R1, Class R2, Class R3, Class R4 and Class R5 shares, respectively, of another Fund available for purchase by the shareholder and for shares of the MFS Money Market Fund to the extent provided in the Funds' prospectuses and statements of additional information. Class J shares of a Fund may be exchanged, either all or in part, at net asset value for Class J shares of another Fund. With respect to an exchange involving shares subject to a CDSC, the CDSC will be unaffected by the exchange and the holding period for purposes of calculating the CDSC will carry over to the acquired shares. Other exchange privileges and limitations may apply as described in the Funds' prospectuses and statements of additional information. Each exchange is subject to share availability and must involve shares having an aggregate minimum value as set forth in the Fund's prospectus. Shares of one class may not generally be exchanged for shares of any other class.

G. PLAN DURATION

This Plan shall continue in effect indefinitely unless terminated or amended as provided herein.

H. TERMINATION AND AMENDMENT PROCEDURE

This Plan may be terminated at any time by a vote of a majority of the Trustees who are not "interested persons" of the Trust ("Disinterested Trustees") or by a vote of the holders of a "majority of the outstanding voting securities" of the Trust. No material amendment may be made to this Plan without the approval of a majority of the Trustees, including a majority of the Disinterested Trustees, after a finding that the Plan is in the best interests of each class of shares individually and each Fund as a whole. This Plan may be amended without Trustee approval to make a change that is not material which includes, by way of example, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

I. SCOPE OF TRUST'S OBLIGATIONS

A copy of the Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. It is acknowledged that the obligations of or arising out of this Plan are not binding upon any of the Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this Plan is adopted by the Trust on behalf of one or more series of the Trust, it is further acknowledged that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Plan are binding solely upon the assets or property of the series on whose behalf the Trust has adopted this Plan. If the Trust has adopted this Plan on behalf of more than one series of the Trust, it is also acknowledged that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and no series shall be responsible for the obligations of another series.

J. MISCELLANEOUS PROVISIONS

As used in this Plan, the terms "interested person" and "majority of the outstanding voting securities" are used as defined in the 1940 Act, and in accordance with each Trust's Declaration of Trust. This Plan shall be administered and construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and the Rules and Regulations promulgated thereunder. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

EXHIBIT A

Dated: January 25, 2005

MFS(R) SERIES TRUST I:
MFS(R) Cash Reserve Fund
MFS(R) Core Equity Fund
MFS(R) Core Growth Fund
MFS(R) Managed Sectors Fund
MFS(R) New Discovery Fund
MFS(R) Research International Fund
MFS(R) Strategic Growth Fund
MFS(R) Technology Fund
MFS(R) Value Fund

MFS(R) SERIES TRUST II:
MFS(R) Emerging Growth Fund
MFS(R) Large Cap Growth Fund

MFS SERIES TRUST III:
MFS(R) High Income Fund
MFS(R) High Yield Opportunities Fund
MFS(R) Municipal High Income Fund

MFS SERIES TRUST IV:
MFS(R) Municipal Bond Fund
MFS(R) Mid Cap Growth Fund

MFS SERIES TRUST V:
MFS(R) International New Discovery Fund
MFS(R) Research Fund
MFS(R) Total Return Fund

MFS SERIES TRUST VI:
MFS(R) Global Equity Fund
MFS(R) Global Total Return Fund
MFS(R) Utilities Fund

MFS SERIES TRUST VII:
MFS(R) Capital Opportunities Fund

MFS SERIES TRUST VIII:
MFS(R) Global Growth Fund
MFS(R) Strategic Income Fund
MFS(R) Tax Managed Equity Fund

MFS SERIES TRUST IX:
MFS(R) Bond Fund
MFS(R) Emerging Opportunities Fund
MFS(R) Inflation-Adjusted Bond Fund
MFS(R) Intermediate Investment Grade Bond Fund MFS(R) Limited Maturity Fund
MFS(R) Municipal Limited Maturity Fund
MFS(R) Research Bond Fund
MFS(R) Research Bond Fund J

MFS SERIES TRUST X:
MFS(R) Aggressive Growth Allocation Fund MFS(R) Conservative Allocation Fund
MFS(R) Emerging Markets Debt Fund
MFS(R) Emerging Markets Equity Fund
MFS(R) Floating Rate High Income Fund
MFS(R) Gemini U.K. Fund
MFS(R) Global Value Fund
MFS(R) Government Mortgage Fund
MFS(R) Growth Allocation Fund
MFS(R) International Diversification Fund MFS(R) International Growth Fund
MFS(R) International Value Fund
MFS(R) Moderate Allocation Fund
MFS(R) New Endeavor Fund
MFS(R) Strategic Value Fund

MFS SERIES TRUST XI:
MFS Mid Cap Value Fund
MFS(R) Union Standard Equity Fund

MFS MUNICIPAL SERIES TRUST:
MFS(R) Alabama Municipal Bond Fund
MFS(R) Arkansas Municipal Bond Fund
MFS(R) California Municipal Bond Fund
MFS(R) Florida Municipal Bond Fund
MFS(R) Georgia Municipal Bond Fund
MFS(R) Maryland Municipal Bond Fund
MFS(R) Massachusetts Municipal Bond Fund MFS(R) Mississippi Municipal Bond Fund
MFS(R) Municipal Income Fund
MFS(R) New York Municipal Bond Fund
MFS(R) North Carolina Municipal Bond Fund MFS(R) Pennsylvania Municipal Bond Fund
MFS(R) South Carolina Municipal Bond Fund MFS(R) Tennessee Municipal Bond Fund
MFS(R) Virginia Municipal Bond Fund
MFS(R) West Virginia Municipal Bond Fund

Massachusetts Investors Trust

Massachusetts Investors Growth Stock Fund

MFS(R) Growth Opportunities Fund

MFS(R) Government Securities Fund

MFS(R) Government Limited Maturity Fund