0001193125-07-055637 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 15th, 2007 • MFS Series Trust XIV • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this day of February, 2007, by and between MFS SERIES TRUST XIV, 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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Shareholder Servicing Agent Agreement
Shareholder Servicing Agent Agreement • March 15th, 2007 • MFS Series Trust XIV • Massachusetts

MFS Series Trust XIV which is a Massachusetts business trust (referred to as the “Fund”), is an open-end registered investment company. The Fund has selected you to act as its Shareholder Servicing Agent and you hereby agree to act as such Agent and to perform the duties and functions thereof in the manner and on the conditions hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:

MASTER ADMINISTRATIVE SERVICES AGREEMENT Amended and Restated August 1, 2006 Appendix A, as revised: February 27, 2007 (Addition of MFS Series Trust XIV)
Master Administrative Services Agreement • March 15th, 2007 • MFS Series Trust XIV • Massachusetts

MASTER ADMINISTRATIVE SERVICES AGREEMENT initially dated the 1st day of March, 1997, and as amended and restated on this 1st day of August, 2006, by and among Massachusetts Financial Services Company, a Delaware corporation (the “Administrator”), and each of the funds (or trusts acting on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

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