EXHIBIT NO. 99.5(v)
AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of January 1, 1997 to the Investment Advisory Agreement dated
May 24, 1985 by and between MFS/Sun Life Series Trust (the "Trust") on behalf of
the Capital Appreciation Series (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: The third clause of the second sentence of
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Article 3 of the Agreement is deleted and replaced in its entirety as follows:
"(iii) 0.75% of the first $1 billion of the average net assets of
the Capital Appreciation Series and 0.675% of the amount in excess
of $1 billion for the Trust's then-current fiscal year;"
2. Miscellaneous: Except as set forth in this Amendment, the Agreement
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shall remain in full force and effect, without amendment or modification.
3. Limitation of Liability of the Trustees and Shareholders: A copy of
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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 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/SUN LIFE SERIES TRUST
on behalf of CAPITAL APPRECIATION SERIES
By: X. XXXXXX LONDON
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X. Xxxxxx London
Treasurer
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Senior
Executive Vice President
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