INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 1st day of January, 2002, by and
between MFS SERIES TRUST I, 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 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 a Fund'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 a Fund'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 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 Fund's 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
Adviser's 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
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 a Fund 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 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 Fund's 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
non-recurring 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 Trust's 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 Trust's 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
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 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 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, 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 Fund's 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 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. 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 SERIES TRUST I, on behalf of its series set forth in Appendix A attached
hereto
By: Name: Xxxxx X. Xxxxxxxxx, Xx. Title: Assistant
Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: Name: Xxxxxxx X. Xxxxxx Title: Chairman
Appendix A
Funds and Effective Dates
Fund Effective Date
MFS Cash Reserve Fund January 1, 2002
MFS Core Growth Fund January 1, 2002
MFS Global Asset Allocation Fund January 1, 2002
MFS Global Telecommunications Fund January 1, 2002
MFS Japan Equity Fund January 1, 2002
MFS Managed Sectors Fund January 1, 2002
MFS New Discovery Fund January 1, 2002
MFS Research Growth and Income Fund January 1, 2002
MFS Research International Fund January 1, 2002
MFS Strategic Growth Fund January 1, 2002
MFS Technology Fund January 1, 2002
MFS Value Fund January 1, 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 Fund's average daily net assets for its
then current fiscal year noted below:
Fund Rate
MFS Cash Reserve Fund 0.55%
MFS Core Growth Fund 0.75%
MFS Global Asset Allocation Fund 0.60%
MFS Global Telecommunications Fund 1.00%
MFS Japan Equity Fund 1.00%
MFS Managed Sectors Fund 0.75%
MFS New Discovery Fund 0.90%
MFS Research Growth and Income Fund 0.65% of the first $500 million
MFS Research International Fund 1.00%
MFS Strategic Growth Fund 0.75%
MFS Technology Fund 0.75%
MFS Value Fund 0.60%
