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EXHIBIT NO. 99.4(o)
AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of July 1, 1998 to the Investment Advisory Agreement dated
January 2, 1996 by and between MFS Series Trust I (the "Trust") on behalf of the
MFS Equity Income Fund (the "Fund"), a series of the Trust, and Massachusetts
Financial Services Company, a Delaware corporation (the "Adviser") (the
"Agreement").
WITNESSETH
WHEREAS, the Trust on behalf of the Fund has entered into the Agreement with the
Adviser; and
WHEREAS, the Adviser has agreed to amend the Agreement as provided below;
NOW THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. Amendment of the Agreement: Article 3 of the Agreement is deleted and
replaced in its entirety as follows:
ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be
rendered and the facilities provided, the Fund shall pay to the
Adviser an investment advisory fee computed and paid monthly at an
annual rate equal to 0.60% of the Fund's average daily net assets
for its then-current fiscal year. If the Adviser shall serve for
less than the whole of any period specified in this Article 3, the
compensation to the Adviser will be prorated.
2. Miscellaneous: Except as set forth in this Amendment, the Agreement
shall remain in full force and effect, without amendment or modification.
3. Limitation of Liability of the Trustees and Shareholders: A copy of the
Trust's Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts. The parties hereto acknowledge that the
obligations of or arising out of this instrument are not binding upon any of the
Trust's trustees, officers, employees, agents or shareholders individually, but
are binding solely upon the assets and property of the Trust in accordance with
its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this
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instrument. If the Trust has executed this instrument on behalf of more than one
series of the Trust, the parties hereto also agree that the obligations of each
series hereunder shall be several and not joint, in accordance with its
proportionate interest hereunder, and the parties hereto agree not to proceed
against any series for the obligations of another series.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to
be executed and delivered in the names and on their behalf by the undersigned,
therewith duly authorized, all as of the day and year first above written.
MFS SERIES TRUST I
on behalf of MFS Equity Income Fund
By: XXXXX X. XXXXXXXXX, XX.
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Xxxxx X. Xxxxxxxxx, Xx.
Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Senior
Executive Vice President
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