EXHIBIT NO. 99.5(f)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated as of this 16th day of September,
1994, by and between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust
(the "Trust"), on behalf of the RESEARCH SERIES (the "Fund"), a series of the
Trust, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware Corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and
WHEREAS, the Adviser is willing to provide business services to the 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. The Adviser shall provide the Fund
with such investment advice and supervision as the Trustees of the Trust may
from time to time consider necessary for the proper supervision of the Fund's
assets. The Adviser shall act as Adviser to the Fund and as such shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held uninvested, subject always to the restrictions of the
Declaration of Trust of the Trust, dated February 15, 1985, 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 shall also make recommendations
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 shall be
exercised. 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. The 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 to place all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers or
dealers selected by it, and to that end, the Adviser is authorized as the agent
of the Fund to give instructions to the Custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Fund the placing of such orders,
the 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 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 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.
The Adviser may from time to time enter into sub-investment advisory
agreements with one or more investment advisors with such terms and conditions
as the Adviser may determine provided that such sub-investment advisory
agreements have been approved by a majority of the Trustees of the Trust who are
not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and by
"vote of a majority of the outstanding voting securities" of the Fund. Subject
to the provisions of Article 5, the Adviser shall not be liable for any error of
judgment or mistake of law by any sub-advisor or for any loss arising out of any
investment made by any sub-advisor or for any act or omission in the execution
and management of the Fund by any sub-advisor.
ARTICLE 2. Allocation of Charges and Expenses. 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 Fund and maintaining its organization, and investment advisory facilities
and executive and supervisory personnel for managing the investments and
effecting the portfolio transactions of the fund. The Adviser shall arrange, if
desired by the Trust, for Directors, officers and employees of the Adviser or
its "affiliates" to serve without compensation 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. It is understood that
the Fund will pay all of its own expenses 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 Fund; fees and expenses of independent auditors, of legal
counsel, and of any transfer agent, registrar or dividend disbursing agent of
the Fund; expenses of repurchasing and redeeming shares; expenses of preparing,
printing and mailing 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
Fund, including safekeeping of funds and securities and maintaining required
books and accounts; expenses of calculating the net asset value of shares of the
Fund; and expenses of shareholders' meetings.
ARTICLE 3. Compensation of the Adviser. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid monthly at an annual rate equal to 0.75% of the
first $300 million of the Fund's average daily net assets and 0.675% of the
Fund's average daily net assets in excess of $300 million. If the Adviser shall
serve for less than the whole of any period specified in this Article 3, the
compensation payable to the Adviser with respect to the Fund will be prorated.
ARTICLE 4. Covenants of the Adviser. The Adviser agrees that it will not
deal with itself, or with the Trustees of the Trust as principals in making
purchases or sales of securities or other property for the account of the Fund,
except as permitted by the Investment Company Act of 1940 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 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 5. 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 fund, except for willful misfeasance, bad faith or gross negligence in
the performance of its duties and obligations hereunder. As used in this Article
5, the term "Adviser" shall include Directors, officers and employees of the
Adviser as well as that corporation itself.
ARTICLE 6. Activities of the Adviser. The services of the Adviser to the
Trust and the Fund are not deemed to be exclusive, the Adviser being free to
render investment advisory and/or other services to others. The Adviser may
permit other fund clients to use the initials "MFS" in their names. The Trust
agrees that if the Adviser shall for any reason no longer serve as the Adviser
to the Fund, the Trust will change its name so as to delete the initials "MFS".
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 Fund as a shareholder or otherwise.
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 November 1, 1994 at which date it will terminate unless
its continuance after November 1, 1994 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 a "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 or by "vote of a majority of the outstanding voting
securities" of the 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".
This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.
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, 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. The undersigned Trustee of the Trust
has executed this Agreement not individually, but as Trustee under the
Declaration and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Trust, individually, but bind only the trust
estate applicable to the Fund.
MFS/SUN LIFE SERIES TRUST ON
BEHALF OF THE RESEARCH SERIES
By: XXXX X. XXXXXX
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Xxxx X. XxXxxx
Chairman and Trustee
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Senior Executive Vice President
