EXHIBIT NO. 99.5(c)
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-INVESTMENT ADVISORY AGREEMENT, dated this 30th day of August, 1993,
by and between MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation
(the "Adviser"), and XXXXXXX INTERNATIONAL ADVISORS, L.P., a limited partnership
organized under the laws of Delaware (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser provides MFS World Growth Fund (the "Fund"), a
series of MFS Series Trust VIII (the "Trust"), an open-end investment company
registered under the Investment Company Act of 1940, as amended (the "Act"),
business services pursuant to the terms and conditions of an investment advisory
agreement dated August 30, 1993 between the Adviser and the Fund; and
WHEREAS, the Sub-Adviser is willing to provide services to the
Adviser on the terms and conditions hereinafter set forth;
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:
ARTICLE 1. Duties of the Sub-Adviser. The Sub-Adviser will furnish the
Adviser economic, statistical and research information and advice, including
advice on the allocation of investments among countries, relating to such
portion of the Fund's assets as the Adviser shall from time to time designate
(collectively, the "Designated Assets"), particularly with respect to Japanese
and Western European investments. The Sub-Adviser will also make recommendations
to the Adviser as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the Fund's portfolio
securities included in the Designated Assets shall be exercised. From time to
time the Adviser will notify the Sub-Adviser of the aggregate U.S. Dollar amount
of the Designated Assets.
The Sub-Adviser will furnish continuously an investment program with
respect to the Designated Assets and will determine from time to time what
securities shall be purchased with the Designated Assets, what securities
comprising the Designated Assets should be sold, and what portion, if any, of
the Designated Assets shall be held uninvested, subject, always, to the
restrictions of the Trust's Declaration of Trust dated July 31, 1987, as amended
and restated May 6, 1991, and By-Laws, each as amended from time to time
(respectively, the "Declaration" and the "By-Laws"), the provisions of the Act
and the Rules, Regulations and Orders thereunder and the provisions of the
Fund's then current Prospectus and Statement of Additional Information;
and subject, further, to the Sub-Adviser consulting with the Adviser in advance
of the Sub-Adviser's determination to purchase any securities except as such
consultation shall be waived or limited by the Adviser.
Should the Trustees of the Trust or the Adviser at any time make any
definite determination as to investment policy and notify the Sub-Adviser
thereof, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to
determine what assets shall be purchased for or sold from the Designated Assets
and what portion, if any, of the Designated Assets shall be held uninvested.
The Sub-Adviser shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies determined as provided
above, and in particular, consistent with the provisions of Article 3 of this
Agreement, to place all orders for the purchase or sale of securities for the
Fund's account with brokers or dealers selected by it, and to that end the
Sub-Adviser is authorized as the agent of the Fund to give instructions to the
Custodian of the Fund and any subcustodian as to deliveries of securities,
transfers of currencies and payments of cash for the account of the Fund. The
Sub-Adviser will advise the Adviser on the same day it gives any such
instructions. In connection with the selections of such brokers or dealers and
the placing of such orders, the Sub-Adviser is directed to seek for the Fund
execution at the most reasonable price by responsible brokerage firms at
reasonably competitive commission rates. In fulfilling this requirement the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty, created by this Agreement or otherwise, solely by reason of its having
caused the Fund to pay a broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Sub-Adviser
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Fund and to other
clients of the Sub-Adviser as to which the Sub-Adviser exercises investment
discretion
ARTICLE 2. Compensation of the Sub-Adviser. For the services to be
rendered by the Sub-Adviser under this Agreement, the Adviser shall pay to the
Sub-Adviser compensation, computed and paid monthly in U.S. dollars, at a rate
equal to 0.15% of the Fund's average daily net assets on an annualized basis for
its then-current fiscal year. If the Sub-Adviser shall serve for less than the
whole of any period specified in this Article, the compensation payable to the
Sub-Adviser with respect to the Fund will be prorated. The Sub-Adviser will pay
its expenses incurred in performing its duties under this Agreement. Neither the
Trust nor the Fund shall be liable to the Sub-Adviser for the compensation of
the Sub-Adviser.
ARTICLE 3. Covenants of the Sub-Adviser. The Sub-Adviser agrees that
it will not deal with itself, or with the Trustees of the Trust or the Fund's
distributor, if any, as principals, brokers or dealers in making purchases or
sales of securities or other property for the account of the Fund, except as
permitted by the Act and the Rules, Regulations or Orders thereunder, will
not take a long or short position in the shares of the Fund except as permitted
by the Declaration and will comply with all other provisions of the Declaration
and the By-Laws and the then-current Prospectus and Statement of Additional
Information of the Fund relative to the Sub-Adviser and its Directors, officers,
employees and affiliates.
ARTICLE 4. Limitation of Liability of the Sub-Adviser. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties and obligations hereunder. As used
in this Article 4, the term "Sub-Adviser" shall include partners and employees
of the Sub-Adviser as well as that partnership itself. The Trust, on behalf of
the Fund, may enforce any obligations of the Sub-Adviser under this Agreement
and may recover directly from the Sub-Adviser for any liability it may have to
the Fund.
ARTICLE 5. Activities of the Sub-Adviser. The services of the
Sub-Adviser to the Fund are not deemed to be exclusive, the Sub-Adviser being
free to render investment advisory and/or other services to others. It is
understood that the Trustees, officers and shareholders of the Trust, Fund or
the Adviser are or may be or become interested in the Sub-Adviser, as Directors,
officers, employees, or otherwise and that Directors, officers and employees of
the Sub-Adviser may become similarly interested in the Trust, Fund or Adviser
and that the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.
ARTICLE 6. Representations, Warranties and Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940 (the "Advisers Act") (and will immediately notify the
Adviser and the Fund if it ceases to be so registered) and will comply with all
applicable provisions under the Advisers Act and the Rules, Regulations and
Orders thereunder and under the Act and the Rules, Regulations and Orders
thereunder.
It will maintain, keep current and preserve on behalf of the Fund, in
the manner required or permitted by the Act and the Rules, Regulations and
Orders thereunder, records relating to investment transactions made by the
Sub-Adviser for the Fund as may be reasonably requested by the Adviser or the
Fund from time to time. The Sub-Adviser agrees that such records are the
property of the Fund, and will be surrendered to the Fund promptly upon request.
ARTICLE 7. Duration, Termination and Amendment of this Agreement. This
Agreement shall become effective on the date first above written and shall
govern the relations between the parties hereto thereafter, and shall remain in
force until August 1, 1995 on which date it will terminate unless its
continuance after August 1, 1995 is "specifically approved at least annually"
(i) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or of the Adviser or of the Sub-Adviser at a
meeting specifically called for the purpose of voting on such approval, and (ii)
by the Board of Trustees of the Trust, or by "vote of a majority of the
outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees of the Trust or by "vote of a majority of the
outstanding voting securities" of the Fund or by the Adviser or by the
Sub-Adviser, in each case on not more than sixty days nor less than thirty days
written notice to the other party and to the Fund. This Agreement shall
automatically terminate in the event of its "assignment".
This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund, by the
Adviser and by the Sub-Adviser.
The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person", and "interested person", when used in this Agreement, shall have the
respective meanings specified, and shall be construed in a manner consistent
with, the Act and the Rules and Regulations promulgated thereunder, subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first written above
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: A. XXXXX XXXXXXX
A. Xxxxx Xxxxxxx,
Chairman
XXXXXXX INTERNATIONAL ADVISORS, L.P.
By: XXXXXXX GROUP, L.P.,
its General Partner
By: A GENERAL PARTNER
A General Partner
The foregoing is hereby agreed to.
The undersigned trustee of the Trust has executed this Agreement not
individually but in his capacity as a trustee of the Trust under the Trust's
Declaration of Trust dated July 31, 1987, as amended, (a copy of which is on
file with the Secretary of State of the Commonwealth of Massachusetts) and the
obligations of or arising out of this Agreement are not binding upon any of the
trustees, officers, employees, agents or shareholders of the Trust or Fund
individually, but bind only the assets and property of the Fund. The obligations
of or arising out of this instrument are not binding upon the assets or property
of any series of the Trust other than the Fund.
MFS SERIES TRUST VIII
on behalf of MFS World Growth Fund
By: A. XXXXX XXXXXXX
A. Xxxxx Xxxxxxx
Chairman
