EXHIBIT 77C
The sole shareholder of each MFS Diversified Income Fund (a Fund), a series of
MFS Series Trust XIII (the Trust), took action by unanimous written consent,
as permitted by the Trusts Declaration of Trust on May 25, 2006, to approve the
following matters:
1. The terms of the Investment Advisory Agreement, dated April 25, 2006,
by and between the Trust and Massachusetts Financial
Services Company;
2. The terms of the Investment Sub-Advisory Agreement, dated May 1, 2006,
among the Trust, Massachusetts Financial Services
Company and Sun Capital Advisers LLC;
3. The Shareholder hereby grants permission to MFS, in its
capacity as investment adviser of the Trust (Adviser),
subject to approval of the Board of Trustees, to rely upon
exemptive relief granted by the Securities and Exchange
commission enabling the Adviser, without obtaining shareholder
approval, to: (i) select new or additional investment
sub-advisers for the Fund; and (iii) terminate and replace
investment sub-advisers for the fund;
4. The selection of Ernst & Young LLP, independent registered
public accounting firm, by the Board of Trustees of the Fund,
pursuant to and subject to provisions of section 32(a) of the
1940 Act, as the independent registered public accounting firm
of the Fund, to certify every financial statement relating to
the Fund certified by an independent registered public
accounting firm, which is required by any law or regulation to
be filed by the Fund in respect of all or any part of the
fiscal year ending February 28, 2007;
5. In exercise of their business judgment made in the best
interests of shareholders of each class of shares of the Fund,
the terms of the Master Distribution Plan.
