SUB-ITEM 77Q1(E)



The  Investment  Advisory Agreement dated September 26, 2012, by and between MFS
Series  Trust VII,  on  behalf  of  its  series  MFS  Equity  Income  Fund,  and
Massachusetts   Financial  Services  Company,  is  contained  in  Post-Effective
Amendment No. 46  to  the  Registration Statement for MFS Series Trust VII (File
Nos. 2-68918 and 811-3090), as filed with the Securities and Exchange Commission
via EDGAR on November 27, 2012, under Rule 485 under the Securities Act of 1933.
Such document is incorporated herein by reference.