EXHIBIT NO. 99.5(d)
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-INVESTMENT ADVISORY AGREEMENT, dated this 18th day of January, 1995, by and
between MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser"), and BATTERYMARCH FINANCIAL MANAGEMENT, INC., a Maryland corporation
(the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser provides MFS World Growth Fund (the "Fund"), a series of
MFS Series Trust VIII (the "Trust"), an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "Act"), business
services pursuant to the terms and conditions of an investment advisory
agreement dated August 30, 1993 between the Adviser and the Fund; and
WHEREAS, the Sub-Adviser is willing to provide business services to the
Adviser 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 Sub-Adviser. The Sub-Adviser will furnish the Adviser
with information and advise, including advice on the allocation of investments
among emerging market countries or regions, relating to such portion of the
Fund's assets as the Adviser shall from time to time designate (collectively,
the "Designated Assets"). The Adviser will have responsibility for exercising
proxy, consent, and other rights pertaining to the Fund's portfolio securities
included in the Designated Assets; however, the Sub-Adviser will, as requested,
make recommendations to the Adviser as to the manner in which such proxy,
consent and other rights shall be exercised. From time to time the Adviser will
notify the Sub-Adviser of the aggregate U.S.
dollar amount of the Designated Assets.
The Sub-Adviser will furnish continuously an investment program with respect to
the Designated Assets and will determine from time to time what securities shall
be purchased with the Designated Assets, what securities comprising the
Designated Assets should be sold, and what portion, if any, of the Designated
Assets shall be held uninvested; subject, always, to the restrictions of the
Trust's Declaration of Trust dated July 31, 1987, as amended and restated May 6,
1991, and By-Laws, each as amended from time to time (provided that prior
written notice of any such amendment shall have been given to the Sub-Adviser)
(respectively, the "Declaration" and the "By-Laws"), the provisions of the Act
and the Rules, Regulations and Orders thereunder,
the provisions of the Fund's then current Prospectus and Statement of Additional
Information (provided a copy thereof has been furnished to the Sub-Adviser); and
subject, further, to the Sub-Adviser notifying the Adviser in advance of the
Sub-Adviser's intention to purchase any securities except as such notification
may be waived or limited by the Adviser, it being understood that the
Sub-Adviser shall only be responsible for compliance with the above-mentioned
restrictions in regards to the Designated Assets and for compliance with any
restrictions imposed in writing by the Adviser from time to time in order to
facilitate compliance with the above-mentioned restrictions that apply to all
Fund assets.
Should the Trustees of the Trust or the Adviser at any time make any definite
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what assets shall be purchased for or sold from the
Designated Assets and what portion, if any, of the Designated Assets shall be
held uninvested.
The Sub-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, consistent with the provisions of Article 3 of this Agreement, to
place all orders for the purchase or sale of securities for the Fund's account
with respect to Designated Assets with brokers, dealers or other entities
selected by it, and to that end the Sub-Adviser is authorized as the agent of
the Fund to give instructions to the Custodian of the Fund and any subcustodian
as to deliveries of securities, transfers of currencies and payments of cash for
the account of the Fund. The Sub-Adviser will advise the Adviser on the same day
it gives any such instructions. In connection with the selections of such
brokers, dealers or other entities and the placing of such orders, the
Sub-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 Sub-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,
dealer or other entity an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker, dealer or
other entity would have charged for effecting that transaction, if the
Sub-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, dealer or other entity, viewed in terms of either that
particular transaction or the Sub-Adviser's overall responsibilities with
respect to the Fund and to other clients of the Sub-Adviser as to which the
Sub-Adviser exercises investment discretion. On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best interest of the Fund
as well as other clients, the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction will be made by the Sub-Adviser in the manner it
considers to be the most equitable.
ARTICLE 2. Compensation of the Sub-Adviser. For the services to be rendered by
the Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in U.S. dollars, at a rate of 1.00% per
annum of the average daily net asset value of the Designated Assets. If the
Sub-Adviser shall serve for less than the whole of any month, the compensation
payable to the Sub-Adviser with respect to the Fund will be prorated. The
Sub-Adviser will pay its expenses incurred in performing its duties under this
Agreement. Neither the Trust nor the Fund shall be liable to the Sub-Adviser for
the compensation of the Sub-Adviser.
ARTICLE 3. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it will not
deal with itself, or with the Trustees of the Trust or the Fund's distributor,
if any, as principals, brokers or dealers in making purchases or sales of
securities or other property for the account of the Fund, except as permitted by
the Act 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 Sub-Adviser and its directors, officers
employees and affiliates.
ARTICLE 4. Limitation of Liability of the Sub-Adviser. The Sub-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. The Trust, on behalf of
the Fund, may enforce any obligations of the Sub-Adviser under this Agreement
and may recover directly from the Sub-Adviser for any liability it may have to
the Fund.
ARTICLE 5. Activities of the Sub-Adviser. The services of the Sub-Adviser to the
Fund are not deemed to be exclusive, the Sub-Adviser being free to render
investment advisory and/or other services to others. It is understood that the
Trustees, directors, officers and shareholders of the Trust, Fund or the Adviser
are or may be or become interested in the Sub-Adviser, as directors, officers,
employees, or otherwise and that directors, officers and employees of the
Sub-Adviser may become similarly interested in the Trust, Fund or Adviser and
that the Sub-Adviser may be or become interested in the Fund as a shareholder or
otherwise.
ARTICLE 6. Representations, Warranties and Agreements of the Sub-Adviser.
The Sub-Adviser represents, warrants and agrees that:
It is registered as an "Investment Adviser" under the Investment Advisers Act of
1940 (the "Advisers Act") (and will immediately notify the Adviser and the Fund
if it ceases to be so registered) and will comply with all applicable provisions
under the Advisers Act and the Rules, Regulations and Orders thereunder and
under the Act and the Rules, Regulations and Orders thereunder.
It will maintain, keep current and preserve on behalf of the Fund, in the manner
required or permitted by the Act and the Rules, Regulations and Orders
thereunder, records relating to investment transactions made by the Sub-Adviser
for the Fund as may be reasonably requested
by the Adviser or the Fund from time to time. The Sub-Adviser agrees that such
records are the property of the Fund, and will be surrendered to the Fund
promptly upon request.
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
August 1, 1996 on which date it will terminate unless its continuance after
August 1, 1996 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 or of the Sub-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.
This Agreement may be terminated at any time without the payment of any penalty
by the Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund or by the Adviser or by the Sub-Adviser, in each case on
not more than sixty days nor less than thirty days written notice to the other
party and to the Fund. 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, by the Adviser and by
the Sub-Adviser.
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 Act
and the Rules and Regulations promulgated thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under the
Act.
ARTICLE 8. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the internal laws of The Commonwealth of Massachusetts.
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
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Chairman
BATTERYMARCH FINANCIAL MANAGEMENT, INC.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
President
The foregoing is hereby agreed to.
The undersigned Trustee has executed this Agreement not individually but in his
capacity as a Trustee of the Trust under the Trust's Declaration of Trust dated
July 31, 1987, as amended, (a copy of which is on file with the Secretary of
State of The Commonwealth of Massachusetts) and the obligations of or arising
out of this Agreement are not binding upon any of the trustees, officers,
employees, agents or shareholders of the Trust or Fund individually, but bind
only the assets and property of the Fund. The obligations of or arising out of
this instrument are not binding upon the assets or property of any series of the
Trust other than the Fund.
MFS SERIES TRUST VIII
ON BEHALF OF MFS WORLD GROWTH FUND
By: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman