0001193125-09-137369 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 25th, 2009 • MFS Series Trust Xiii

INVESTMENT ADVISORY AGREEMENT, dated this 10th day of March 2009, by and between MFS SERIES TRUST XIII, Massachusetts business trust (the “Trust”), on behalf of its series of shares (each a “Fund”) listed on Appendix A attached hereto, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 25th, 2009 • MFS Series Trust Xiii • Massachusetts

INVESTMENT SUB-ADVISORY AGREEMENT, dated as of this 10th of March, 2009, among MFS SERIES TRUST XIII, a Massachusetts business trust (the “Trust”), MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”) and SUN CAPITAL ADVISERS LLC., a Delaware limited liability company (the “Sub-Adviser”).

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