0001104659-11-010075 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 25th, 2011 • MFS Series Trust Xv

INVESTMENT ADVISORY AGREEMENT, dated this 31st day of May, 2010, by and between MFS SERIES TRUST XV, a 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 • February 25th, 2011 • MFS Series Trust Xv • Massachusetts

INVESTMENT SUB-ADVISORY AGREEMENT, dated this 7th day of November, 2007, by and among MFS SERIES TRUST XV, a Massachusetts business trust (“Trust”), on behalf of its series, MFS Diversified Target Return Fund (the “Fund”), MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Adviser”) and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC., a Delaware corporation (the “Sub-Adviser”).

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