Massachusetts Financial Services Company

Item 5 – Fees and Compensation

As described above, MFS provides investment advisory and sub-advisory services to a variety of separate
account clients and pooled investment vehicles. The following provides information related to the fees
and compensation MFS receives for its services.

Fees for Clients Directly Contracted with MFS, Including Institutional Accounts

MFS provides portfolio management, research and/or trading services to certain members of the MFS
Global Group in connection with such members’ separate and sub-advised account and pooled vehicle
clients. A discussion of the fees and expenses applicable to clients receiving services from MFS in this
manner is set forth below under the heading “Fees and Expenses for Services Provided to Members of
the MFS Global Group.”

The following discussion is applicable to Institutional Clients that have an investment advisory
agreement with MFS.

MFS’ investment advisory fees are usually based upon a percentage of assets under management
(“asset-based fees”) and are negotiable. For asset-based fees, the percentage typically depends on the
type of investment strategy. MFS reserves the right, in its sole discretion, to negotiate and charge
different types or rates of advisory fees for different accounts. In addition to the investment strategy,
advisory fees may vary due to, among other things, the inception date of an account, the initial or
potential size of the account, the entirety of the Institutional Client’s and its affiliates’ (if any)
relationship with the members of the MFS Global Group, the manner in which an Institutional Client
accesses services from MFS (e.g., through a consultant, OCIO provider or other financial intermediary),
and the Institutional Client’s domicile. MFS or a member of the MFS Global Group may manage a group
of related accounts for an Institutional Client, related Institutional Clients or Institutional Clients that
access its services through the same consultant or OCIO provider and may agree to aggregate assets in
all related client accounts for purposes of attaining fee breakpoints under any applicable fee schedule.
MFS also offers services to its affiliates on terms that are not available to others. Accordingly, as agreed
with an Institutional Client, MFS charges certain clients a lower fee than the standard fees set forth
below. As negotiated with an Institutional Client, MFS might temporarily waive or temporarily or
permanently reduce the advisory fee charged to such client, and such reduction or waiver may not be
offered to other clients or may be offered under different terms.

As noted above, MFS does not charge a separate fee for providing non-discretionary advice to 529 Plans,
however it benefits directly from the management fees earned on investments in MFS Funds
recommended as part of this advice.

MFS’ asset-based fees may range as shown in the table below.

Type of Investment Strategy                                   Standard Investment Advisory Fee

U.S. Credit Buy and Maintain                                  0.08% to 0.14% of average month end assets

Municipal Long Fixed Income and U.S. Taxable Municipal Fixed   0.175% to 0.25% of average month end
Income                                                         assets

Blended Research Large Cap Growth Equity and Blended           0.20% to 0.25% of average month end assets
Research U.S. Core Equity

U.S. Core Plus Fixed Income                                    0.20% to 0.30% of average month end assets

Global Aggregate Core Plus                                     0.25% to 0.35% of average month end assets

Opportunistic Fixed Income                                     0.25% to 0.35% of average month end assets

Blended Research International Equity                          0.30% to 0.35% of average month end assets

Global Aggregate Opportunistic Fixed Income                    0.30% to 0.40% of average month end assets

Low Volatility Global Equity                                   0.30% to 0.40% of average month end assets

Emerging Markets Debt                                          0.375% to 0.45% of average month end
                                                               assets

Domestic Balanced                                              0.375% to 0.50% of average month end
                                                               assets

Blended Research Global High Dividend Equity                   0.40% to 0.50% of average month end assets

Research (U.S. Equity)                                         0.40% to 0.55% of average month end assets

Core Equity, Growth Equity, Large Cap Growth Equity, Large     0.40% to 0.55% of average month end assets
Cap Value Equity, Research Equity Industry Neutral, and U.S.
Intrinsic Value

U.K. Equity                                                    0.40% to 0.55% of average month end assets

European Equity ex U.K.                                        0.45% to 0.55% of average month end assets

Large Cap Growth Concentrated                                  0.45% to 0.60% of average month end assets

Contrarian Value Equity                                        0.50% to 0.65% of average month end assets

Global Growth Equity and Global Real Estate Equity             0.50% to 0.65% of average month end assets

International Research Equity                                  0.50% to 0.65% of average month end assets

Mid Cap Growth Equity and Mid Cap Value Equity                 0.50% to 0.65% of average month end assets

Technology Equity, U.S. Real Estate, and Utilities Equity      0.50% to 0.65% of average month end assets

European Research Equity                                       0.50% to 0.70% of average month end assets

Global Equity and Global Value Equity                          0.50% to 0.75% of average month end assets

International Equity, International Growth Equity, and         0.50% to 0.75% of average month end assets
...

Item 7 – Types of Clients

MFS provides investment advisory and sub-advisory services to a range of Institutional Clients and
pooled investment vehicles. MFS’ Institutional Clients include pension and profit-sharing plans,
charitable organizations (e.g. foundations), insurance companies, corporations, sovereign wealth funds
and state and municipal government entities. In some cases, Institutional Clients access MFS’
investment advisory services via an OCIO provider. In addition, MFS provides investment advisory
services to the MFS Funds, the MFS Private Funds, and MFS UCITS Funds, sub-advisory services to other
registered investment companies, and sub-advisory or other services to certain other MFS Global Funds.
MFS generally requires a minimum account size, which varies by product type. MFS’ standard minimum
account size for establishing a separate account is typically $50 million of assets. MFS may accept an
account below such minimum in its discretion when, for example, it seeks to promote a new investment
strategy or an Institutional Client with multiple accounts above the required minimum is allowed to
open another account below the minimum size.
MFS provides investment advisory services to the MFS Private Funds. Investment in such funds is
generally restricted to persons who are both “accredited investors” as defined in Regulation D under the
Securities Act of 1933, as amended, and “qualified purchasers” as defined by Section 2(a)(51) of the
1940 Act, and rules promulgated thereunder.
MFS, in its sole discretion, reserves the right to decline any account or to close any account that falls
below the relevant minimum account size or for any other reason. Direct client relationships with MFS
are governed by investment advisory agreements that set forth the terms under which MFS will provide
its services. Clients not contracted directly with MFS should refer to their applicable agreement or
Offering Documents for the terms governing their applicable accounts.