INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 29th day of March, 2011, by
and between MFS SERIES TRUST XVI, a Massachusetts business trust (the "Trust"),
on behalf of its series of shares (the "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 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. (a) The Adviser shall provide the
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 the 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 the Fund shall be held uninvested, subject always to
the restrictions of the Trust's Amended and Restated Declaration of Trust, dated
December 29, 2010, 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
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 the 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 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 or other instruments 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 or other instruments 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
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 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 the 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 the 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 the 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 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 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 the Fund will pay all of their own
expenses incurred in their operations and the offering of the 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 the 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 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 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 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; 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 Fund is a party or otherwise may
have an exposure, and the legal obligation which the 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 the 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 the 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 the Fund on any subsequent
occasion.
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 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the
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
the Fund. The Trust agrees that if the Adviser for any reason no longer serves
as investment adviser to the 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 the
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 the Fund, if
approved by the shareholders of the Fund, on the Effective Date for the Fund, as
set forth in Appendix A attached hereto. Thereafter, this Agreement will remain
in effect with respect to the Fund for a period of two years from the Effective
Date as set forth in Appendix A, on which date it will terminate for the 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 Fund.
(b) This Agreement may be terminated as to the Trust or as to the 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 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 the 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 the 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 the Fund are separate and distinct and that the
obligations of or arising out of this Agreement concerning the Fund are binding
solely upon the assets or property of the 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 the Fund, individually, but bind only the trust estate.
MFS SERIES TRUST XVI,
on behalf of its series set forth in
Appendix A attached hereto
By: ___________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By:____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and
Chief Executive Officer
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Appendix A
Fund and Effective Date
Fund Effective Date
MFS Global Multi-Asset Fund 3/29/2011
Appendix B
Compensation to the Adviser
The investment advisory fee payable by the Fund shall be computed and paid
monthly at the annual rate equal to the Fund's average daily net assets for its
then current fiscal year noted below:
Fund Rate
MFS Global Multi-Asset 0.90% annually of the Fund's average daily
Fund* net assets up to $1 billion.
0.75% annually of the Fund's average daily net
assets in excess of $1 billion and up to
$2.5 billion.
0.65% annually of the Fund's average daily net
assets in excess of $2.5 billion*
*The calculation of the Fund's average daily net assets excludes
assets invested in other registered investment companies advised by the Adviser,
except for the assets of the MFS Institutional Money Market Portfolio or such
other registered investment company advised by the Adviser that in the future is
used as a cash sweep vehicle for the Fund.