0001193125-10-126780 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2010 • MFS Series Trust Xv

INVESTMENT ADVISORY AGREEMENT, dated this day of , 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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