0001193125-07-212460 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 3rd, 2007 • MFS Sun Life Series Trust • Massachusetts

INVESTMENT ADVISORY AGREEMENT, dated this day of , 2007, by and between MFS/SUN LIFE SERIES TRUST, 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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FORM OF APPENDIX A TO FUND ACCOUNTING AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO DATED DECEMBER 18, 2006 (the “Agreement”)
Fund Accounting Agreement • October 3rd, 2007 • MFS Sun Life Series Trust

Except as may be otherwise indicated below, with respect to each fund listed on this Appendix A, such fund shall become a “Fund” party to the Fund Accounting Agreement effective in 2007 upon the day immediately following such fund’s respective fiscal year end (FYE) reflected below.

SPECIAL CUSTODY ACCOUNT AGREEMENT (Short Sales)
Special Custody Account Agreement • October 3rd, 2007 • MFS Sun Life Series Trust • New York

AGREEMENT, dated as of March 22, 2000, by and among State Street Bank and Trust Company, in its capacity as custodian hereunder (“Bank”), each MFS U.S. registered investment company listed on Exhibit A hereto (including the series or portfolios thereof), severally and not jointly (each, a “Customer”), and Morgan Stanley & Co Incorporated (“Broker”).

APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES DATED DECEMBER 18, 2006 (the “Agreement”)
Custodian Agreement • October 3rd, 2007 • MFS Sun Life Series Trust

Except as may be otherwise indicated below, with respect to each fund listed on this Appendix A, such fund shall become a “Fund” party to the Custodian Agreement effective in 2007 upon the day immediately following such fund’s respective fiscal year end (FYE) reflected below.

Amendment to Special Custody Account Agreement
Special Custody Account Agreement • October 3rd, 2007 • MFS Sun Life Series Trust

THIS AMENDMENT to Special Custody Account Agreement (the “Amendment”) is entered into as of July 30, 2007 among State Street Bank and Trust Company, in its capacity as custodian hereunder (“Bank”), each MFS U.S. registered investment company listed on Exhibit A hereto (including the series or portfolios thereof), severally and not jointly (each, a “Customer”) and Morgan Stanley & Co. Incorporated (“Broker”) and amends and supplements that certain Special Custody Account Agreement dated March 22, 2000 (the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.

MASTER ADMINISTRATIVE SERVICES AGREEMENT (COMPASS) Amended and Restated August 1, 2006 Exhibit D as revised: August 1, 2007 (Revised Fee Schedule) October 1, 2007 (Revised Fee Schedule)
Master Administrative Services Agreement • October 3rd, 2007 • MFS Sun Life Series Trust

In return for the Administrative Services provided by the Administrator under this Agreement, for the period October 1, 2007 to December 31, 2007, each Fund shall pay the Administrator fees as described below:

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