EXHIBIT NO. 99.2(g)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 1st day of January, 2002, by and
between MFS Special Value Trust, a Massachusetts business trust (the "Trust"),
and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an investment company
registered under the Investment Company Act of 1940; and
WHEREAS, the Adviser is willing to provide services to the Trust 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 Adviser. (a) The Adviser shall provide the Trust
with such investment advice and supervision as the latter may from time to time
consider necessary for the proper supervision of its assets. The Adviser shall
act as investment adviser to the Trust and as such shall furnish continuously an
investment program and shall determine from time to time what securities or
other instruments shall be purchased, sold or exchanged and what portion of the
assets of the Trust shall be held uninvested, subject always to the restrictions
of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002,
and By-Laws, each as amended from time to time (respectively, the "Declaration"
and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and
the Rules, Regulations and orders thereunder and to the Trust's then-current
Prospectus and Statement of Additional Information. The Adviser also shall
exercise voting rights, rights to consent to corporate actions and any other
rights pertaining to the Trust's portfolio securities in accordance with the
Adviser's policies and procedures as presented to the Trustees of the Trust from
time to time. Should the Trustees at any time, however, make any definite
determination as to the investment policy and notify the Adviser thereof in
writing, the Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination shall be revoked.
(b) The Adviser shall take, on behalf of the Trust, all actions which it
deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities or other instruments for the Trust's account with brokers
or dealers selected by it, and to that end, the Adviser is authorized as the
agent of the Trust to give instructions to the Custodian of the Trust as to the
deliveries of securities or other instruments and payments of cash for the
account of the Trust. In connection with the selection of such brokers or
dealers and the placing of such orders, the Adviser is directed to seek for the
Trust the best overall price and execution available from responsible brokerage
firms,
taking account of all factors it deems relevant, including by way of
illustration: price; the size of the transaction; the nature of the market for
the security; the amount of the commission; the timing and impact of the
transaction taking into account market prices and trends; the reputation,
experience and financial stability of the broker or dealer involved; and the
quality of services rendered by the broker or dealer in other transactions. In
fulfilling this requirement, the 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 Trust 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 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 Adviser's overall responsibilities with respect to
the Trust and to other clients of the Adviser as to which the Adviser exercises
investment discretion. Subject to seeking the best price and execution as
described above, and in accordance with applicable rules and regulations, the
Adviser also is authorized to consider sales of shares of the Trust or of other
funds or accounts of the Adviser as a factor in the selection of brokers and
dealers.
(c) The Adviser may from time to time enter into sub-investment advisory
agreements with respect to the Trust with one or more investment advisers with
such terms and conditions as the Adviser may determine, provided that such
sub-investment advisory agreements have been approved in accordance with
applicable provisions of the Investment Company Act of 1940 and any rules,
regulations or orders of the Securities and Exchange Commission thereunder.
Subject to the provisions of Article 6, the Adviser shall not be liable for any
error of judgment or mistake of law by any sub-adviser or for any loss arising
out of any investment made by any sub-adviser or for any act or omission in the
execution and management of the Trust by any sub-adviser.
Article 2. Allocation of Charges and Expenses. (a) The Adviser shall
furnish at its own expense investment advisory and administrative services,
office space, equipment and clerical personnel necessary for servicing the
investments of the Trust and maintaining its organization, and investment
advisory facilities and executive and supervisory personnel for managing the
investments and effecting the portfolio transactions of the Trust. The Adviser
shall arrange, if desired by the Trust, for directors, officers and employees of
the Adviser to serve as Trustees, officers or agents of the Trust if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law.
(b) It is understood that the Trust will pay all of its own expenses
incurred in its operations and the offering of its shares, unless specifically
provided otherwise in this Agreement or except to the extent that the Adviser
agrees in a written instrument executed by the Adviser (specifically referring
to this Article 2(b)) to assume or otherwise pay for specified expenses of the
Trust, including, without limitation: compensation of Trustees "not affiliated"
with the Adviser; governmental fees; interest charges; taxes; membership dues in
the Investment Company Institute allocable to the Trust; fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of the Trust; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of
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preparing, printing and mailing stock certificates, shareholder reports,
notices, proxy statements and reports to governmental officers and commissions;
brokerage and other expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Trust, including safekeeping
of funds and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of the Trust; organizational and start
up costs; such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Trust is a party or
otherwise may have an exposure, and the legal obligation which the Trust may
have to indemnify the Trust's Trustees and officers with respect thereto; and
expenses relating to the issuance, registration and qualification of shares of
the Trust and the preparation, printing and mailing of prospectuses for such
purposes (except to the extent that any Distribution Agreement to which the
Trust is a party provides that another party is to pay some or all of such
expenses).
(c) The payment or assumption by the Adviser of any expenses of the Trust
that the Adviser is not obligated by this Agreement or otherwise to pay or
assume shall not obligate the Adviser to pay or assume the same or any similar
expenses of the Trust on any subsequent occasion.
Article 3. Compensation of the Adviser. For the services to be rendered and
the facilities provided, the Trust shall pay to the Adviser an investment
advisory fee computed and paid monthly as set forth in Appendix A attached
hereto. If the Adviser shall serve for less than the whole of any period
specified in this Article 3, the compensation paid to the Adviser will be
prorated.
Article 4. Additional Services. Should the Trust have occasion to request
the Adviser or its affiliates to perform administrative or other additional
services not herein contemplated or to request the Adviser or its affiliates to
arrange for the services of others, the Adviser or its affiliates will act for
the Trust upon request to the best of its ability, with compensation for the
services to be agreed upon with respect to each such occasion as it arises. No
such agreement for additional services shall expand, reduce or otherwise alter
the obligations of the Adviser, or the compensation that the Adviser is due,
under this Agreement.
Article 5. Covenants of the Adviser. The Adviser agrees that it will not
deal with itself, or with the Trustees of the Trust or the Trust's distributor,
if any, as principals in making purchases or sales of securities or other
property for the account of the Trust, except as permitted by the Investment
Company Act of 1940 and any rules, regulations or orders of the Securities and
Exchange Commission thereunder, will not take a long or short position in the
shares of the Trust except as permitted by the applicable law, 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 Trust
relative to the Adviser and its directors and officers.
Article 6. Limitation of Liability of the Adviser. The 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 Trust, except for willful misfeasance,
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bad faith, gross negligence or reckless disregard of its duties and obligations
hereunder. As used in this Article 6, the term "Adviser" shall include
directors, officers and employees of the Adviser as well as that corporation
itself.
Article 7. Activities of the Adviser. (a) The Trust acknowledges that the
services of the Adviser are not exclusive, the Adviser being free to render
investment advisory and/or other services to others. The Trust further
acknowledges that it is possible that, based on their investment objectives and
policies, certain funds or accounts managed by the Adviser or its affiliates may
at times take investment positions or engage in investment techniques which are
contrary to positions taken or techniques engaged in on behalf of the Trust.
Notwithstanding the foregoing, the Adviser will at all times endeavor to treat
all of its clients in a fair and equitable manner.
(b) The Trust acknowledges that whenever the Trust and one or more other
funds or accounts advised by the Adviser have available monies for investment,
investments suitable and appropriate for each shall be allocated in a manner
believed by the Adviser to be fair and equitable to each entity. Similarly,
opportunities to sell securities or other investments shall be allocated in a
manner believed by the Adviser to be fair and equitable to each entity. The
Trust acknowledges that in some instances this may adversely affect the size of
the position that may be acquired or disposed of for the Trust.
(c) It is understood that the Trustees, officers and shareholders of the
Trust are or may be or become interested in the Adviser, as directors, officers,
employees, or otherwise and that directors, officers and employees of the
Adviser are or may become similarly interested in the Trust, and that the
Adviser may be or become interested in the Trust as a shareholder or otherwise.
Article 8. MFS Name. The Trust acknowledges that the names "Massachusetts
Financial Services," "MFS" or any derivatives thereof or logos associated with
those names (collectively, the "MFS Marks") are the valuable property of the
Adviser and its affiliates. The Adviser grants the Trust a non-exclusive and
non-transferable right and sub-license to use the MFS Marks only so long as the
Adviser serves as investment adviser to the Trust. The Trust agrees that if the
Adviser for any reason no longer serves as investment adviser to the Trust, and
the Adviser so requests, the Trust promptly shall cease to use the MFS Marks and
promptly shall amend its registration statement to delete any references to the
MFS Marks. The Trust acknowledges that the Adviser may permit other clients to
use the MFS Marks in their names or other material. For purposes of this
Article, the Trust shall be deemed to have taken the required action "promptly"
if such action is taken within 90 days of the Adviser no longer serving as the
investment adviser to the Trust, or from the date of the Adviser's request, as
the case may be.
Article 9. Duration, Termination and Amendment of this Agreement. (a) This
Agreement shall become effective with respect to the Trust on the date first
written above. Thereafter, this Agreement will remain in effect with respect to
the Trust for a period of two years from the date first written above, on which
date it will terminate for the Trust unless its continuance is "specifically
approved at least annually" (i) by the vote of a majority of the
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Trustees of the Trust who are not "interested persons" of the Trust or of the
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 Trust.
(b) This Agreement may be terminated as to the Trust at any time without
the payment of any penalty by the Trustees or by "vote of a majority of the
outstanding voting securities" of the Trust, or by the Adviser, in each case on
not more than sixty days' nor less than thirty days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
"assignment".
(c) This Agreement may be amended with respect to the Trust only if such
amendment is in writing signed by or on behalf of the Trust and the Adviser and
is approved by "vote of a majority of the outstanding voting securities" of the
Trust (if such shareholder approval is required by the Investment Company Act of
1940).
Article 10. Scope of Trust's Obligations. A copy of the Trust's Declaration
of Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. The Adviser acknowledges that the obligations of or arising out
of this Agreement 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.
Article 11. Definitions and Interpretations. 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 Investment Company Act of 1940 and
the rules and regulations promulgated thereunder. Any question of interpretation
of any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Investment Company Act of 1940, the
Investment Advisers Act of 1940, the Securities Act of 1933, or the Securities
Exchange Act of 1934 (collectively, the "Federal Securities Acts") shall be
resolved by reference to such term or provision of the Federal Securities Acts
and to interpretations thereof, if any, by United States federal courts or, in
the absence of any controlling decisions of any such court, by rules or
regulations of the Securities and Exchange Commission. Where the effect of a
requirement of the Federal Securities Acts reflected in any provision of this
Agreement is revised by rule or regulation of the Securities and Exchange
Commission, such provisions shall be deemed to incorporate the effect of such
rule or regulation.
Article 12. Record Keeping. The Adviser will maintain records in a form
acceptable to the Trust and in compliance with the rules and regulations of the
Securities and Exchange Commission, including but not limited to records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules thereunder, which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.
Article 13. Miscellaneous. (a) This Agreement contains the entire
understanding and agreement of the parties with respect to the subject matter
hereof.
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(b) Headings in this Agreement are for ease of reference only and shall not
constitute a part of the Agreement.
(c) Should any portion of this Agreement for any reason be held void in law
or equity, the remainder of the Agreement shall be construed to the extent
possible as if such voided portion had never been contained herein.
(d) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions thereof,
except that questions of interpretation shall be resolved in accordance with the
provisions of Article 11 above.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned
officers thereunto duly authorized, all as of the day and year first above
written. The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust, individually, but bind only the trust estate.
MFS Special Value Trust
By: XXXXX X. XXXXXXXXX, XX.
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Assistant Secretary
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By: XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
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Appendix A
Compensation to the Adviser
The investment advisory fee payable by the Trust shall be computed and paid
monthly in an amount equal to the sum of .68% of the Trust's average daily net
assets and 3.40% of the Trust's gross income (i.e., income other than gains from
the sale of securities, gains from options and futures transactions, premium
income from options written and gains from foreign exchange transactions) in
each case on an annual basis for the Trust's then-current fiscal year.
