SUB-ITEM 77Q1(e)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 19th day of December,
2007, by and between MFS/SUN LIFE SERIES TRUST, 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).
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 each Fund
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 each Fund 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 each Fund
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 each Fund
shall be held uninvested, subject always to the restrictions of the
Trusts Amended and Restated Declaration of Trust, dated August 12,
2003, 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 a Funds 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 a Funds
portfolio securities in accordance with the Advisers 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 each Fund, 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 each Funds account
with brokers or dealers selected by it, and to that end, the Adviser is
authorized as the agent of each Fund to give instructions to the Custodian
of each Fund as to the deliveries of securities or other instruments
and payments of cash for the account of each Fund. In connection with the
selection of such brokers or dealers and the placing of such orders, the
Adviser is directed to seek for each Fund 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 a 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 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 Advisers overall
responsibilities with respect to the Fund 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 each Fund 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 a Fund with one or more investment
advisers with such terms and conditions as the Adviser may determine, provided
that such subinvestment 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
subadviser or for any loss arising out of any investment made by any
subadviser or for any act or omission in the execution and management of a
Fund by any subadviser.
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 each Fund and maintaining its
organization, and investment advisory facilities and executive and
supervisory personnel for managing the investments and effecting
the portfolio transactions of each Fund. 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 and each Fund will pay all of their
own expenses incurred in their operations and the offering of a Funds
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 or a Fund,
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 a Fund; fees and
expenses of independent auditors, of legal counsel, and of any transfer
agent, registrar or dividend disbursing agent of a Fund; expenses of
repurchasing and redeeming shares and servicing shareholder accounts;
expenses of 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 a Fund,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of shares of a
Fund; organizational and start up costs; such nonrecurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which a Fund is a party or otherwise may have an exposure,
and the legal obligation which a Fund may have to indemnify the Trusts
Trustees and officers with respect thereto; and expenses relating to the
issuance, registration and qualification of shares of a Fund 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 or a Fund 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 or a Fund on any subsequent occasion.
Article 3. Compensation of the Adviser. For the services to be
rendered and the facilities provided, each Fund shall pay to the Adviser an
investment advisory fee computed and paid monthly as set forth in Appendix B
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 on behalf of a Fund 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 Trusts
distributor, if any, as principals in making purchases or sales of
securities or other property for the account of a Fund, 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 a Fund 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 a Fund 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 a Fund, except for willful misfeasance, 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 to a Fund 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 a Fund. 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 a Fund 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 a Fund.
(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 a Fund 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 and
each Fund a nonexclusive and nontransferable right and sublicense to use
the MFS Marks only so long as the Adviser serves as investment adviser to
the Trust and each Fund. The Trust agrees that if the Adviser for any reason
no longer serves as investment adviser to a Fund, and the Adviser so
requests, that Fund promptly shall cease to use the MFS Marks and promptly
shall amend its registration statement to delete any references to the
MFS Marks. Likewise, the Trust agrees that if the Adviser for any
reason no longer serves as investment adviser to any Fund of the Trust, and
the Adviser so requests, the Trust promptly shall cease to use the MFS
Marks and promptly shall amend its Declaration of Trust 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 a Fund of the
Trust, or from the date of the Advisers 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, and shall become effective with respect to a Fund,
if approved by the shareholders of such Fund, on the Effective Date for
such Fund, as set forth in Appendix A attached hereto. Thereafter, this
Agreement will remain in effect with respect to a Fund for a period of two
years from that Funds Effective Date as set forth in Appendix A, on which
date it will terminate for that Fund unless its continuance 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 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 applicable Fund.
(b) This Agreement may be terminated as to the Trust or as to any
Fund 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 applicable
Fund, 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 a Fund 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 applicable Fund (if such shareholder approval is required
by the Investment Company Act of 1940).
(d) Any approval, renewal or amendment of this Agreement with
respect to a Fund by vote of a majority of the outstanding voting
securities of that Fund, by the Trustees of the Trust, or by a majority
of the Trustees of the Trust who are not interested persons of the Trust
or the Adviser, shall be effective to approve, renew or amend the Agreement
with respect to that Fund notwithstanding (i) that the approval, renewal or
amendment has not been so approved as to any other Fund, or (ii) that
the approval, renewal or amendment has not been approved by the vote of a
majority of the outstanding voting securities of the Trust as a whole.
Article 10. Scope of Trusts Obligations. A copy of the Trusts
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 Trusts
Trustees, officers, employees, agents or shareholders individually, but are
binding solely upon the assets and property of the Trust. If this Agreement
is executed by the Trust on behalf of one or more Funds, the Adviser further
acknowledges that the assets and liabilities of each Fund are separate and
distinct and that the obligations of or arising out of this Agreement
concerning a Fund are binding solely upon the assets or property of such Fund
and not upon the assets or property of any other Fund.
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.
(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.
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 a Fund, individually, but bind
only the trust estate.
MFS/ SUN LIFE SERIES TRUST,
on behalf of its series set forth in
Appendix A attached hereto
By: s/Xxxxx X. Newton_________
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By: s/Xxxxxx Manning__________
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
Appendix A
Funds and Effective Dates
Fund Effective Date
Blended Research Growth Series December 19, 2007
Blended Research Value Series December 19, 0000
Xxxxxxxx X
Compensation to the Adviser
The investment advisory fee payable by each Fund shall be computed
and paid monthly at the annual rate equal to that Funds average daily
net assets for its then current fiscal year noted below:
Fund Rate
Blended Research Growth Series 0.60%
Blended Research Value Series 0.60%
