0001104659-11-016640 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 25th, 2011 • MFS Series Trust Xvi • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this day of , 2011, by and between MFS SERIES TRUST XVI, a Massachusetts business trust (the “Trust”), on behalf of its series of shares (the “Fund”) listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

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AMENDMENT TO SHAREHOLDER SERVICING AGREEMENTS
MFS Series Trust Xvi • March 25th, 2011 • Massachusetts

WHEREAS, each of the investment companies listed on Annex A hereto (each a “Fund” and collectively the “Funds”) is a party to a Shareholder Servicing Agreement, as amended, (the “Agreements”) with MFS Service Center, Inc. (“MFSC”); and

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