MFS Institutional Advisors Inc

Item 5—Fees and Compensation

   •   Enhanced the following disclosure concerning advisory fees:

       MFSI may provide non-discretionary asset allocation investment advice (e.g. glide paths)
       to Institutional Clients without charging an advisory fee where the investment advice is
       implemented by investing in recommended MFS Global Funds (as defined below).
       Although MFSI does not receive a separate advisory fee, MFSI or another member of the
       MFS Global Group would benefit from the investment in MFS Global Funds through the
       receipt of management fees at the underlying fund level.

    •   Updated the range of MFSI’s asset-based fees in the fee schedule for Institutional
        Accounts, included additional investment strategies and updated the name of an
        investment strategy.

Type of Investment Strategy                                    Standard Investment Advisory Fee

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

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

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

    •   Updated disclosure concerning investments in affiliated pooled investment vehicles:

        Subject to an Institutional Client’s investment management agreement, Institutional
        Account assets invested in registered investment companies (including ETFs) or other
        pooled investment vehicles for which a member of the MFS Global Group does not act as
        the primary investment adviser are included in determining the value of the account for
        purposes of calculating fees and performance returns. In these cases, unless otherwise
        agreed, in addition to paying MFSI’s investment advisory fee, an Institutional Account will
        also pay its pro rata share of such pooled investment vehicle’s fees and expenses, in
        effect, paying two sets of advisory fees for these investments—one to MFSI and another
        to the managers of each investment vehicle. Except as otherwise described below with
        respect to Institutional Clients domiciled in Canada, and although not the firm’s general
        practice, MFSI or another member of the MFS Global Group may purchase on behalf of
        an Institutional Account shares of any of the registered investment companies, including
        ETFs, for which MFS acts as the primary investment adviser (the “MFS Funds”), the
        Undertakings for the Collective Investment in Transferable Securities (also known as
        UCITS funds) for which MFS acts as an investment adviser (the “MFS UCITS Funds”) or
        other pooled investment vehicles managed by a member of the MFS Global Group for
        various investment-related reasons. With respect to Institutional Clients domiciled in
        Canada, assets of such Institutional Accounts are invested in Canadian pooled investment
        vehicles managed by MFS Investment Management Canada Limited (“MFS Canada”) in
        accordance with the Institutional Client’s investment management agreement. These
        pooled investment vehicles do not charge a separate investment advisory fee at the fund
        level. Instead, the Institutional Client negotiates and pays a single investment advisory fee
        pursuant to its investment management agreement. Accordingly, investments in these

       pooled investment vehicles do not result in two sets of advisory fees as described above.
       Please note that the MFS Funds, MFS UCITS Funds, MFS Private Funds, and other pooled
       investment vehicles managed by members of the MFS Global Group are collectively
       referred to in the brochure as the “MFS Global Funds.” If MFSI invests an Institutional
       Account’s assets in shares of an MFS Global Fund, account assets invested in such MFS
       Global Fund are included in determining the value of the account for purposes of
       calculating fees and performance returns. In these cases, an Institutional Account will
       receive a credit equal to its pro rata share of such MFS Global Fund’s investment advisory
       fee (see below for a discussion concerning other expenses indirectly incurred by an
       Institutional Account invested in an MFS Global Fund). MFSI has an incentive to purchase
       shares of an MFS Global Fund for Institutional Accounts for purposes of creating the
       appearance of increased assets under management in such MFS Global Group Fund.

Managed Account Program Fees

   •   Updated the range of MFSI’s asset-based fees in the fee schedule and included an
       additional investment strategy as follows:

   Investment Strategy             Dual-Contracts            SMA Programs, Model-Delivery Programs and
                                                                Discretionary Model-Delivery Programs
  MFS Research Core SMA        0.32% to 0.50% of assets       0.26% to 0.35% of assets under management
                                 under management
MFS International Large Cap        0.38% to 0.55%                            0.30% to 0.45%
      Value ADR SMA                of assets under                    of assets under management
                                    management

   •   Added the following disclosure on conflicts of interest relating to certain platform-related
       arrangements:
...