EXHIBIT 77Q1(e)(3)
AMENDMENT No. 1
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT made this 1st day of July, 2006 to the Sub-Advisory Agreement
dated May 1, 2006 (the Agreement), among MFS Series Trust XIII, a
StateMassachusetts business trust (the Trust), Massachusetts Financial
Services Company, a StateDelaware corporation (the Adviser) and Sun Capital
Advisers LLC., a StateplaceDelaware limited liability company (the
Sub-Adviser). In consideration of the mutual covenants contained herein, the
parties agree as follows:
Pursuant to Paragraph 13 of the Agreement, the compensation of the Sub-Adviser
referenced as stated in Appendix A is hereby amended as follows:
The Adviser shall pay the Sub-Adviser monthly compensation computed daily at an
annual rate equal to the following:
Fund Annual Sub-Advisory Fee
MFS Diversified 0.30% of the average daily net assets of the
Income Fund portion of the Fund managed by the Sub-Adviser
In all other respects, the Agreement is confirmed and remains in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first mentioned above.
MASSACHUSETTS FINANCIAL SERVICES SUN CAPITAL ADVISERS LLC.
COMPANY
By: XXXXXX X. XXXXXXX By: XXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxx Name: Xxx X. Xxxxxxxx
Title: Chief Executive Officer Title: Senior Vice President
BY: XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: SVP, Chief Financial Officer
MFS SERIES TRUST XIII,
on behalf of the Fund
By: XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
