<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1998
1933 Act File No. 33-74668
1940 Act File No. 811-8326
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 10
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11
MFS VARIABLE INSURANCE TRUST
(Exact name of registrant as specified in its charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|X| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
================================================================================
<PAGE>
MFS VARIABLE INSURANCE TRUST(R) - MFS NEW DISCOVERY SERIES
Supplement to the current Prospectus and
Statement of Additional Information dated May 1, 1998
The following should be read in conjunction with the MFS Variable
Insurance Trust (the "Trust") Prospectus dated May 1, 1998 (the "Prospectus")
and SAI and contains a description of the New Discovery Series (the "New
Discovery Series" or the "Series"), a new series of the MFS Variable Insurance
Trust. The investment objective of this Series is capital appreciation. The
Series' investment adviser is Massachusetts Financial Services Company ("MFS" or
the "Adviser").
This Supplement forms an integral part of the Prospectus and may not be
distributed separately. This Supplement describes the investment objective and
policies of the New Discovery Series, together with any policies, procedures, or
features of the Series which differ from those of the other Trust series as
described in the Prospectus. Policies, procedures and features of the New
Discovery Series not described in this Supplement are identical to those of the
other Trust series as described in the Prospectus. Terms defined in the
Prospectus have the same meaning when used in this Supplement.
1. EXPENSE SUMMARY
Annual Operating Expenses (as a percentage of net assets):
Management Fee 0.90%
Other Expenses (after expense limitation)(1)(2) 0.25%
-----
Total Operating Expenses (after expense limitation)(2) 1.15%
- --------------------
1 The Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Series' expenses). Any such fee reductions are not
reflected under "Other Expenses." 2 The Adviser has agreed to bear expenses for
the Series, subject to reimbursement by the Series, such that the Series' "Other
Expenses" do not exceed 0.25% the of the average daily net assets of the Series
during the current fiscal year. Otherwise, "Other Expenses" and "Total Operating
Expenses" for the Series are estimated to be 0.47% and 1.37%, respectively. See
"Expenses" below and in the Prospectus.
Example of Expenses
An investor would pay the following dollar amounts on a $1,000
investment in the Series, assuming (a) 5% annual return and (b) redemption at
the end of each of the time periods indicated:
Period Amount
1 year $12
3 years $37
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Series
will bear directly or indirectly. The Series' annual operating expenses do not
reflect expenses imposed by separate accounts of Participating Insurance
Companies through which an investment in a Series is made or their related
Contracts. A separate account's expenses are disclosed in the prospectus through
which the Contract relating to the separate account is offered for sale.
The "Example set forth above should not be considered a representation of future
expenses of the Series; actual expenses may be greater or lesser than those
shown.
<PAGE>
2. INVESTMENT CONCEPT OF THE TRUST
The Trust is an open-end, registered management investment company
comprised of the New Discovery Series and twelve other series. The New Discovery
Series is a diversified, segregated, separately managed portfolio of securities.
See "Investment Concept of the Trust" in the Prospectus.
3. INVESTMENT OBJECTIVES AND POLICIES
The Series' investment objective is capital appreciation. The Series
seeks to achieve its objective by investing, under normal market conditions, at
least 65% of its total assets in companies that the Adviser believes offer
superior prospects for growth. Such securities may either be listed on
securities exchanges or traded in the over-the-counter markets and may be U.S.
or foreign companies. While companies in which the Series invests may be of any
size, such as companies in a relatively early stage of development that offer
the potential for accelerated earnings or revenue growth (emerging growth
companies), or larger or more established companies whose rates of earnings
growth are expected to accelerate because of special factors, such as
rejuvenated management, new products, or structural changes in the economy, the
Series will generally invest in companies with small market capitalizations
relative to companies included in the Standard & Poor's 500 Stock Index. Such
companies generally would be expected to show earnings growth over time that is
well above the growth rate of the overall economy and the rate of inflation, and
would have the products, management and market opportunities which are usually
necessary to become more widely recognized as growth companies. The Series seeks
to maintain a portfolio weighted median capitalization of $2 billion or less.
The Series may also invest in fixed income securities offering an
opportunity for capital appreciation, including up to 10% of its net assets in
fixed income securities rated BB or lower by Standard & Poor's Ratings Services,
Inc. ("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps Credit
Rating Co. ("Duff & Phelps") or Ba or lower by Moody's Investors Service, Inc.
("Moody's"), or if unrated, determined to be of equivalent quality by the
Adviser (commonly referred to as "junk bonds"). For a description of these
ratings, see Appendix B to the Prospectus (see also "Additional Risk Factors -
Lower Rated Bonds" in the Prospectus).
The Series may engage in short sales of securities which the Adviser
expects to decline in price (see "Short Sales" below).
Consistent with its investment objective and policies described above,
the Series may also invest up to (but not including) 20% of its net assets in
foreign securities which are not traded on a U.S. exchange (not including
American Depositary Receipts).
The Series may also invest in the following securities and employ the
following investment techniques: (1) equity securities; (2) fixed income
securities; (3) restricted securities; (4) lending portfolio securities; (5)
entering into repurchase agreements; (6) purchasing "when issued" or "forward
delivery" securities; (7) investing in U.S. Government securities; (8)
investments for temporary defensive purposes; (9) securities of emerging growth
companies; (10) securities of foreign growth companies; (11) emerging market
securities; (12) indexed securities; (13) swaps and related transactions (14)
options on securities and stock indices; (15) "yield curve" options; (16)
futures contracts; (17) options on futures contracts; (18) forward contracts;
and (19) options on foreign currencies (see "Investment Techniques" in the
Prospectus and the SAI). The Series' investments are subject to certain risks,
as described in the above-referenced sections of the Prospectus and the SAI and
as described in the Prospectus under the caption "Additional Risk Factors."
Short Sales: If the Series anticipates that the price of a security will
decline, it may sell the security short and borrow the same type of security
from a broker or other institution to complete the sale. The Series may make a
profit or loss depending upon whether the market price of the security decreases
or increases
2
<PAGE>
between the date of the short sale and the date on which the Series must replace
the borrowed security. Possible losses from short sales differ from losses that
could be incurred from a purchase of a security, because losses from short sales
may be unlimited, whereas losses from purchases of a security can equal only the
total amount invested. The Series will segregate liquid assets to cover its
short sale obligations. The Series will not sell short securities whose
underlying value at the time of purchase exceeds 40% of its net assets.
4. ANTICIPATED PORTFOLIO TURNOVER RATE
It is anticipated that the Series will have a portfolio turnover rate
of up to 80% during its first year of operation. Transactions costs incurred by
the Series and the realized capital gains and losses of the Series may be
greater than a series with a lesser portfolio turnover rate. For a description
of the strategies which may be used by the Fund in trading portfolio securities,
see "Portfolio Transactions and Brokerage Commissions" in the SAI.
5. MANAGEMENT OF THE SERIES
The Adviser manages the New Discovery Series pursuant to an Investment
Advisory Agreement with the Trust on behalf of the Series dated April 30, 1998.
MFS receives a management fee, computed and paid monthly, in an amount equal to
the annual rate of 0.90% of the average daily net assets of the Series.
The Series' portfolio manager is Brian E. Stack, a Vice President of
the Adviser. Mr. Stack has been employed by the Adviser as a portfolio manager
since 1993.
6. EXPENSES
Subject to termination or revision at the sole discretion of MFS, MFS
has agreed to bear the Series' expenses such that the Series' "Other Expenses,"
which are defined to include all Series expenses (after taking into effect any
compensating balance and offset arrangements) except for management fees, taxes,
extraordinary expenses, and brokerage and transactions costs, do not exceed
0.25% per annum of its average daily net assets (the "Maximum Percentage"). The
payments made by MFS on behalf of the Series under this arrangement are subject
to reimbursement by the Series to MFS, which will be accomplished by the payment
of an expense reimbursement fee by the Series to MFS computed and paid monthly
at a percentage of its average daily net assets for its then current fiscal
year, with a limitation that immediately after such payment the Series' "Other
Expenses" will not exceed the Maximum Percentage. The obligation of MFS to bear
the Series' "Other Expenses" pursuant to this arrangement and the Fund's
obligation to pay the reimbursement fees to MFS terminates on May 1, 2001,
provided that in no event will MFS receive reimbursement fees from the Series
that exceed the amount of fees borne by MFS on behalf of the Series.
The date of this Supplement is May 1, 1998.
<PAGE>
The Prospectus dated September 30, 1997 of the MFS Variable Insurance Trust is
incorporated in this Post-Effective Amendment No. 10 by reference to the
Prospectus of MFS Variable Insurance Trust filed by the Registrant pursuant to
rule 497(j) under the Securities Act of 1933, as amended (File No. 33-74668),
with the Securities and Exchange Commission on October 1, 1997.
<PAGE>
The Statement of Additional Information dated September 30, 1997 of the MFS
Variable Insurance Trust is incorporated in this Post-Effective Amendment No. 10
by reference to the Prospectus of MFS Variable Insurance Trust filed by the
Registrant pursuant to rule 497(j) under the Securities Act of 1933, as amended
(File No. 33-74668), with the Securities and Exchange Commission on October 1,
1997.
<PAGE>
The Annual Reports to Shareholders of the Series, each dated December 31, 1996
(File No. 811-8326), are incorporated in this Post-Effective Amendment No. 10 by
reference to the Annual Reports to Shareholders of the Series filed by the
Registrant with the Securities and Exchange Commission on March 4, 1997.
<PAGE>
The Semi-Annual Reports to Shareholders of the Series, each dated June 30, 1997
(File No. 811-8326), are incorporated in this Post-Effective Amendment No. 10 by
reference to the Semi-Annual Reports to Shareholders filed by the Registrant
with the Securities and Exchange Commission on August 28, 1997.
<PAGE>
PART C
Item 24. (a) Financial Statements and Exhibits
All Series (except MFS/Foreign & Colonial Emerging Markets Equity
Series)
Financial Statements Included in Parts A and B:
Included in Part A of this Registration Statement:
Financial Highlights for:
the MFS Emerging Growth Series for the period from
commencement of investment operations on July 24, 1995
to December 31, 1996;
the MFS Value Series and the MFS Limited Maturity
Series for the period from commencement of investment
operations on August 14, 1996 to December 31, 1996;
the MFS Research Series and the MFS High Income
Series for the period from commencement of investment
operations on July 26, 1995 to December 31, 1996;
the MFS Total Return Series, the MFS Utilities
Series and the MFS Money Market Series for the period
from commencement of investment operations on January
3, 1995 to December 31, 1996;
the MFS Growth With Income Series for the period
from commencement of investment operations on October
9, 1995 to December 31, 1996;
the MFS World Governments Series for the period
from commencement of investment operations on June 14,
1994 to December 31, 1996; and
the MFS Bond Series for the period from
commencement of investment operations on October 24,
1995 to December 31, 1996.
Included in Part B of this Registration Statement:
At December 31, 1996:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the year ended December 31, 1996:
Statement of Operations*
For the two years in the period ended December 31,
1996:
Statement of Changes in Net Assets*
<PAGE>
Statement of Operations* and Statement of Changes in Net
Assets* for:
the MFS Emerging Growth Series for the period from
commencement of investment operations on July 24, 1995
to December 31, 1996;
the MFS Value Series and the MFS Limited Maturity
Series for the period from commencement of investment
operations on August 14, 1996 to December 31, 1996;
the MFS Research Series and the MFS High Income
Series for the period from commencement of investment
operations on July 26, 1995 to December 31, 1996;
the MFS Growth With Income Series for the period
from commencement of investment operations on October
9, 1995 to December 31, 1996;
the MFS Total Return Series, the MFS Utilities
Series and the MFS Money Market Series for the period
from commencement of investment operations on
January 3, 1995 to December 31, 1996;
the MFS World Governments Series for the two years
in the period ended December 31, 1996; and
the MFS Bond Series for the period from
commencement of investment operations on October 24,
1995 to December 31, 1996.
MFS/Foreign & Colonial Emerging Markets Equity Series
Financial Statements Included in Parts A and B:
Included in Part A of this Registration Statement:
None
Included in Part B of this Registration Statement:
At December 31, 1996:
Statement of Assets and Liabilities
Opinion of Independent Auditors
At June 30, 1997:
Statement of Assets and Liabilities
Opinion of Independent Auditors
- ------------------------
* Incorporated by reference to the Annual Reports to Shareholders of the Series
(with the exception of the MFS Strategic Fixed Income Series, now known as the
MFS/Foreign & Colonial Emerging Markets Equity Series), each dated December 31,
1996, filed with the SEC via EDGAR on March 4, 1997.
<PAGE>
(b) Exhibits
1 (a) Declaration of Trust, dated January 28,
1994. (3)
(b) Amendment to Declaration of Trust -
Designation of Series of Shares dated January
31, 1994. (3)
(c) Amendment to Declaration of Trust -
Redesignation of Series, dated June 1,
1995. (3)
(d) Amendment to Declaration of Trust -
Redesignation of Series, dated April 25,
1996. (4)
(e) Certificate of Amendment to Declaration of
Trust - Redesignation of Series. (9)
(f) Amendment to Declaration of Trust -
Designation of MFS New Discovery Series dated
February 26, 1998; filed herewith.
2 By-Laws, dated January 28, 1994. (3)
3 Not Applicable.
4 Not Applicable.
5 (a) Investment Advisory Agreement by and between
Registrant and Massachusetts Financial
Services Company, dated April 14, 1994 as
amended and restated on October 15, 1997;
filed herewith.
(b) Sub-Advisory Agreement by and between
Massachusetts Financial Services Company and
Foreign & Colonial Management Ltd., dated
October 16, 1997; filed herewith.
(c) Sub-Advisory Agreement by and between Foreign
& Colonial Management Ltd. and Foreign &
Colonial Emerging Markets Limited, dated
October 16, 1997; filed herewith.
(d) Form of Investment Advisory Agreement
between the Registrant and Massachusetts
Financial Services Company on behalf of
MFS New Discovery Series; filed herewith.
6 Distribution Agreement between Registrant
and Massachusetts Investors Services, Inc.,
dated April 14, 1994. (3)
7 Not Applicable.
8 Custodian Agreement between Registrant and
Investors Bank & Trust Company, dated April
14, 1994. (3)
<PAGE>
9 (a) Shareholder Servicing Agent Agreement
between Registrant and MFS Service Center,
dated April 14, 1994. (3)
(b) Dividend Disbursing Agency Agreement
between Registrant and State Street Bank and
Trust, dated April 14, 1994. (3)
(c) Loan Agreement among MFS Borrowers and The
First National Bank of Boston, dated as of
February 21, 1995 (2)
(d) Third Amendment dated February 14, 1997 to
Loan Agreement dated February 21, 1995 by
and among the Banks named therein and The
First National Bank of Boston. (7)
(e) Master Administrative Services Agreement,
dated March 1, 1997. (5)
10 Opinion and Consent of Counsel filed with
Registrant's Rule 24f-2 Notice for fiscal
year ended December 31, 1996 on February 28,
1997 (to be provided for fiscal year ended
December 31, 1997).
11 Consent of Deloitte & Touche LLP; [to be
provided]
12 Not Applicable.
13 Investment Representation Letter. (3)
14 Not Applicable.
15 Not Applicable.
16 Schedule of Computation for Performance
Quotations - Average Annual Total Rate of
Return, Aggregate Total Rate of Return and
Standardized Yield. (1)
17 (a) Financial Data Schedules for each
operational Series of the Trust for the year
ended December 30, 1996. (6)
(b) Financial Data Schedule for MFS Strategic
Fixed Income Series for the six months ended
June 30, 1997. (9)
18 Not Applicable.
<PAGE>
Power of Attorney dated August 12, 1994. (3)
Power of Attorney dated February 19, 1998; filed herewith
- ----------------------------
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
via EDGAR on February 22, 1995.
(2) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS
Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
on February 28, 1995.
(3) Incorporated by reference to Registrant's Post-Effective Amendment No. 4
filed with the SEC via EDGAR on October 26, 1995.
(4) Incorporated by reference to Registrant's Post-Effective Amendment No. 6
filed with the SEC via EDGAR on May 30, 1996.
(5) Incorporated by reference to MFS/Sun Life Series Trust (File Nos.
2-83616 and 811-3732) Post-Effective Amendment No. 19 filed with the SEC
via EDGAR on March 18, 1997.
(6) Incorporated by reference to Registrant's Post-Effective Amendment No. 7
filed with the SEC via EDGAR on April 29, 1997.
(7) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
June 26, 1997.
(8) Incorporated by reference to Registrant's Post-Effective Amendment No. 8
filed with the SEC via EDGAR on August 1, 1997.
(9) Incorporated by reference to Registrant's Post-Effective Amendment No. 9
filed with the SEC via EDGAR on October 1, 1997.
Item 25. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 26. Number of Holders of Securities
MFS Emerging Growth Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 56
(without par value) (as of January 31, 1998)
MFS Value Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 8
(without par value) (as of January 31, 1998)
MFS Research Series
(1) (2)
Title of Class Number of Record Holders
<PAGE>
Shares of Beneficial Interest 39
(without par value) (as of January 31, 1998)
MFS Growth With Income Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 27
(without par value) (as of January 31, 1998)
MFS Total Return Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 26
(without par value) (as of January 31, 1998)
MFS Utilities Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 18
(without par value) (as of January 31, 1998)
MFS High Income Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 13
(without par value) (as of January 31, 1998)
MFS World Governments Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 26
(without par value) (as of January 31, 1998)
<PAGE>
MFS/Foreign & Colonial Emerging Markets Equity Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 7
(without par value) (as of January 31, 1998)
MFS Bond Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 12
(without par value) (as of January 31, 1998)
MFS Limited Maturity Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 8
(without par value) (as of January 31, 1998)
MFS Money Market Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 8
(without par value) (as of January 31, 1998)
MFS New Discovery Series
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 0
(without par value) (as of January 31, 1998)
Item 27. Indemnification
Reference is hereby made to (a) Section 5.3 of the Registrant's
Declaration of Trust; and (b) Section 9 of the Shareholder Servicing Agent
Agreement between the Registrant and MFS Service Center, Inc.
<PAGE>
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor will be insured as of the
effective date of this Registration Statement under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940, as amended.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has thirteen series: MFS
Managed Sectors Fund, MFS Cash Reserve Fund, MFS World Asset Allocation Fund,
MFS Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS Convertible
Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS Science and
Technology Fund and MFS Research International Fund), MFS Series Trust II (which
has three series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund and MFS
Intermediate Income Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which has
six series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund, MFS International
Value Fund and MFS Asia Pacific Fund), MFS Series Trust VI (which has three
series: MFS World Total Return Fund, MFS Utilities Fund and MFS World Equity
Fund), MFS Series Trust VII (which has two series: MFS World Governments Fund
and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS Strategic
Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has three
series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has eight series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS
International Growth Fund, MFS International Growth and Income Fund, MFS Real
Estate Investment Fund, MFS Strategic Value Fund, MFS Small Cap Value Fund and
MFS Emerging Markets Debt Fund), MFS Series Trust XI (which has six series: MFS
Union Standard Equity Fund, Vertex All Cap Fund, Vertex Research All Cap Fund,
Vertex Growth Fund, Vertex Discovery Fund and Vertex Contrarian Fund (the Vertex
Funds are expected to be declared effective April 28, 1998)), and MFS Municipal
Series Trust (which has 16 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds").
The principal business address of each of the MFS Funds is 500 Boylston Street,
Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has seven series) and MFS Variable
Insurance Trust ("MVI") (which has twelve series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.
In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special
<PAGE>
Value Trust (the "MFS Closed-End Funds"). The principal business address of each
of the MFS Closed-End Funds is 500 Boylston Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
Vertex Investment Management, Inc., a Delaware corporation and a wholly
owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Research All Cap Fund, Vertex Growth Fund, Vertex
Discovery Fund and Vertex Contrarian Fund, each a series of MFS Series Trust XI.
The principal business address of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of Bermuda and a subsidiary of MFS, whose principal business
address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as
investment adviser to and distributor for MFS American Funds (which has six
portfolios: MFS American Funds-U.S. Equity Fund, MFS American Funds-U.S.
Emerging Growth Fund, MFS American Funds-U.S. High Yield Bond Fund, MFS American
Funds - U.S. Dollar Reserve Fund, MFS American Funds-Charter Income Fund and MFS
American Funds-U.S. Research Fund) (the "MIL Funds"). The MIL Funds are
organized in Luxembourg and qualify as an undertaking for collective investments
in transferable securities (UCITS). The principal business address of the MIL
Funds is 47, Boulevard Royal, L-2449 Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS
Meridian U.S. High Yield Fund and MFS Meridian Emerging Markets Debt Fund
(collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is
organized as an exempt company under the laws of the Cayman Islands. The
principal business address of each of the MFS Meridian Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
<PAGE>
MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 37, Governor Phillip Tower, One Farrer
Place, Sydney, N5W2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 37, Governor Phillip Tower, One Farrer
Place, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI and MFSIT.
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary
of MFS, provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman,
Chief Executive Officer and President, Mr. Scott is a Senior Executive Vice
President and Secretary, William W. Scott, Jr., Patricia A. Zlotin, John W.
Ballen, Thomas J. Cashman, Jr., Joseph W. Dello Russo and Kevin R. Parke are
Executive Vice Presidents, Stephen E. Cavan is a Senior Vice President,
General Counsel and an Assistant Secretary, Robert T. Burns is a Senior Vice
President, Associate General Counsel and an Assistant Secretary of MFS, and
Thomas B. Hastings is a Vice President and Treasurer of MFS.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer,
James O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS,
are the Assistant
<PAGE>
Treasurers, James R. Bordewick, Jr., Senior Vice President and Associate General
Counsel of MFS, is the Assistant Secretary.
MFS Series Trust II
Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS Government Markets Income Trust
MFS Intermediate Income Trust
Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust III
James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior
Vice Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are
Vice Presidents, Sheila Burns-Magnan, Assistant Vice President of MFS, and
Daniel E. McManus, Vice President of MFS, are Assistant Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust VII
Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust VIII
Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost,
Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James
R. Bordewick, Jr. is the Assistant Secretary.
<PAGE>
MFS Municipal Series Trust
Robert A. Dennis is Vice President, David B. Smith and Geoffrey L.
Schechter, Vice Presidents of MFS, are Vice Presidents, Daniel E. McManus,
Vice President of MFS, is an Assistant Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr.
is the Assistant Secretary.
MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer,
James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant
Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Municipal Income Trust
Robert J. Manning is Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr.
is the Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost,
Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James
R. Bordewick, Jr. is the Assistant Secretary.
MFS Special Value Trust
Robert J. Manning is Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr.
is the Assistant Secretary.
MFS/Sun Life Series Trust
John D. McNeil, Chairman and Director of Sun Life Assurance Company
of Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley
are the Assistant Treasurers and James R. Bordewick, Jr. is the Assistant
Secretary.
<PAGE>
Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account
John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr. is the Assistant Secretary.
Vertex
Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L.
Shames is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
MIL
Arnold D. Scott, Jeffrey L. Shames and Thomas J. Cashman, Jr. are
Directors, Stephen E. Cavan is a Director, Senior Vice President and the
Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo, Executive
Vice President and Chief Financial Officer of MFS, is the Treasurer and Thomas
B. Hastings is the Assistant Treasurer.
MIL-UK
Thomas J. Cashman, Jr. is President and a Director, Arnold D. Scott
and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFSI - Australia
Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer,
John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS Holdings - Australia
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan
is the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings
is the Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
<PAGE>
MIL Funds
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS Meridian Funds
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr.
is the Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W.
Scott, Jr., an Executive Vice President of MFS, is the President, Stephen E.
Cavan is the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W.
Dello Russo is the Treasurer, and Thomas B. Hastings is the Assistant
Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Jeffrey L. Shames, and Arnold D. Scott are Directors, Thomas J.
Cashman, Jr., is the President and a Director, Leslie J. Nanberg is a Senior
Vice President, a Managing Director and a Director, Kevin R. Parke is the
Executive Vice President and a Managing Director, George F. Bennett, Jr., John
A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J. Trainor are Senior
Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns
is the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is
the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is
the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan
is the Secretary and Robert T. Burns is the Assistant Secretary.
<PAGE>
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
Donald A. Stewart President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Stewart is also an officer and/or
Director of various subsidiaries and
affiliates of Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr. McNeil
is also an officer and/or Director of various
subsidiaries and affiliates of Sun Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston,
Massachusetts (until August, 1994)
Item 29. Distributors
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Fund Distributors, Inc. 500 Boylston Street
(distributor) Boston, MA 02116
Investors Bank & Trust 89 South Street
Company (custodian) Boston, MA 02111
MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116
<PAGE>
The Registrant's corporate documents are kept by the Registrant at its
offices. Portfolio brokerage orders, other purchase orders, reasons for
brokerage allocation and lists of persons authorized to transact business for
the Registrant are kept by Massachusetts Financial Services Company at 500
Boylston Street, Boston, Massachusetts 02116. Shareholder account records are
kept by MFS Service Center, Inc. at 500 Boylston Street, Boston, Massachusetts
02116. Transaction journals, receipts for the acceptance and delivery of
securities and cash, ledgers and trial balances are kept by Investors Bank &
Trust Company, 89 South Street, Boston, MA 02111.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not Applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 27th day of February, 1998.
MFS VARIABLE INSURANCE TRUST
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on February 27, 1998.
SIGNATURE TITLE
STEPHEN E. CAVAN* Principal Executive Officer
Stephen E. Cavan
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
WILLIAM R. GUTOW* Trustee
William R. Gutow
NELSON J. DARLING, JR.* Trustee
Nelson J. Darling, Jr.
*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to (1) a
Power of Attorney dated August 12, 1994,
incorporated by reference to the
Registrant's Post- Effective Amendment No. 4
filed electronically with the Securities and
Exchange Commission on October 26, 1995; and
(ii) a Power of Attorney dated February 19,
1998, filed herewith.
<PAGE>
POWER OF ATTORNEY
MFS Variable Insurance Trust
The undersigned officer of MFS Variable Insurance Trust (the
"Registrant") hereby severally constitutes and appoints Jeffrey L. Shames,
Arnold D. Scott, W. Thomas London, and James R. Bordewick, Jr., and each of them
singly, as true and lawful attorneys, with full power to them and each of them
to sign for the undersigned, in the name of, and in the capacity indicated
below, any Registration Statement and any and all amendments thereto and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission for the purpose of registering the
Registrant as a management investment company under the Investment Company Act
of 1940 and/or the shares issued by the Registrant under the Securities Act of
1933 granting unto my said attorneys, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary or desirable to be done in the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys or any of them may lawfully do or cause to be
done by virtue thereof.
In WITNESS WHEREOF, the undersigned has hereunto set his hand on this
19th day of February, 1998.
Signature Title
STEPHEN E. CAVAN Principal Executive Officer
Stephen E. Cavan
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (f) Amendment to Declaration of Trust -
Designation of New Discovery
Series dated February 26, 1998.
5 (a) Investment Advisory Agreement by and
between Registrant and
Massachusetts Financial Services
Company, dated April 14, 1994 as
amended and restated on October 15, 1997.
(b) Sub-Advisory Agreement by and between
Massachusetts Financial Services
Company and Foreign & Colonial
Management Ltd., dated October 16, 1997.
(c) Sub-Advisory Agreement by and between
Foreign & Colonial Management Ltd. and
Foreign & Colonial Emerging Markets Limited,
dated October 16, 1997.
(d) Form of Investment Advisory Agreement
between the Registrant and Massachusetts
Financial Services Company on behalf of
MFS New Discovery Series.
<PAGE>
EXHIBIT NO. 99.1(f)
MFS VARIABLE INSURANCE TRUST
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF SERIES
Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust dated January 24, 1996, as amended (the "Declaration"), of MFS Variable
Insurance Trust (the "Trust"), the undersigned Trustees of the Trust, being a
majority of the Trustees of the Trust, hereby establish and designate a new
series of Shares (as defined in the Declaration), such series to have the
following special and relative rights:
1. The new series shall be designated:
- MFS New Discovery Series
2. The series shall be authorized to invest in cash,
securities, instruments and other property as from time to time
described in the Trust's then currently effective registration
statement under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, to the extent
pertaining to the offering of Shares of such series. Each Share
of the series shall be redeemable, shall be entitled to one vote
or fraction thereof in respect of a fractional share on matters
on which Shares of the series shall be entitled to vote, shall
represent a pro rata beneficial interest in the assets allocated
or belonging to the series, and shall be entitled to receive its
pro rata share of the net assets of the series upon liquidation
of the series, all as provided in Section 6.9 of the
Declaration.
3. Shareholders of each series shall vote separately as a class on
any matter to the extent required by, and any matter shall be
deemed to have been effectively acted upon with respect to the
series as provided in Rule 18f-2, as from time to time in
effect, under the Investment Company Act of 1940, as amended, or
any successor rule, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among
the previously established and existing series of the Trust and
such new series as set forth in Section 6.9 of the Declaration.
<PAGE>
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees)
shall have the right at any time and from time to time to
reallocate assets and expenses or to change the designation of
any series now or hereafter created, or to otherwise change the
special and relative rights of any such establishment and
designation of series of Shares.
Pursuant to Section 6.9(h) of the Declaration, this instrument shall be
effective upon the execution by a majority of the Trustees of the Trust.
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 26th day of February, 1998 and further certify, as provided by the
provisions of Section 9.3(d) of the Declaration, that this amendment was duly
adopted by the undersigned in accordance with the second sentence of Section
9.3(a) of the Declaration.
NELSON J. DARLING, JR.
Nelson J. Darling, Jr.
75 Beach Bluff Avenue
Swampscott, MA 01907
WILLIAM R. GUTOW
William R. Gutow
3 Rue Dulac
Dallas TX 75230
<PAGE>
EXHIBIT NO. 99.5(a)
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, dated as of this 14th day of
April, 1994 as amended and restated on this 16th day of October, 1997, by and
between MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust") on behalf of the series of the Trust listed on Exhibit A attached
hereto (referred to individually as a "Fund" and collectively as the "Funds"),
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;
WHEREAS, the Adviser is willing to provide business management services
to each Fund on the terms and conditions hereinafter set forth; and
WHEREAS, the parties hereto entered into this Agreement on April 14,
1994, and amended and restated this Agreement on October 16, 1997 for the
purposes of (i) making certain changes with respect to the MFS/Foreign &
Colonial Emerging Markets Equities Series (formerly known as the MFS Strategic
Fixed Income Series), such changes having been approved by the sole shareholder
of this Series on October 16, 1997; and (ii) making other minor and conforming
changes;
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 each Fund
with such investment advice and supervision as the latter may from time to time
consider necessary for the proper management of its funds. The Adviser shall act
as Adviser to each 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 each Fund shall
be held uninvested, subject always to the restrictions of the Trust's Amended
and Restated Declaration of Trust, dated January 24, 1996 and By-Laws, as
amended from time to time (respectively, the "Declaration" and the "By-Laws"),
and to the provisions of the Investment Company Act of 1940. Should the Trustees
at any time, however, make any determination as to 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 has been revoked. 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 for each Fund's
-1-
<PAGE>
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 deliveries of securities 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 execution
at the most favorable 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 each 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 each Fund and to other clients of the Adviser
as to which the Adviser exercises investment discretion.
With respect to the MFS/Foreign & Colonial Emerging Markets Equity
Series only, the Adviser may from time to time enter into investment
sub-advisory agreements with one or more investment advisers (a "Sub-Adviser")
to the Fund to perform some or all of the services for which the Adviser is
responsible pursuant to this Article 1 upon such terms and conditions as the
Adviser may determine provided that such investment sub-advisory agreements have
been approved by a majority of the Trustees of the Trust who are not interested
persons of the Trust, the Adviser or the Sub-Adviser and by vote of a majority
of the outstanding voting securities of the Fund. The Adviser may terminate the
services of any Sub-Adviser at any time in its sole discretion, and shall at
such time assume the responsibilities of such Sub-Adviser unless and until a
successor Sub-Adviser is selected. 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. 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 the Trust's 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. It is understood that the Trust
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
Trust, fees and expenses of independent auditors, of legal counsel and of any
transfer agent, registrar or dividend disbursing agent of the Trust, expenses of
repurchasing and redeeming shares and servicing shareholder accounts, expenses
of preparing, printing and mailing stock certificates, prospectuses, periodic
reports, notices and proxy statements to shareholders and to governmental
officers and commissions, brokerage and other expenses connected with the
execution, recording and
-2-
<PAGE>
settlement of portfolio security transactions, insurance premiums, fees and
expenses of the custodian for all services to the Trust, including safekeeping
of funds and securities, keeping of books and accounts and calculation of the
net asset value of shares of each Fund, expenses of shareholder meetings, and
expenses relating to the issuance, registration and qualification of shares of
the Trust.
ARTICLE 3: Compensation of the Adviser. For the services to be rendered
and the facilities to be furnished as provided in Articles 1 and 2 above, each
Fund shall pay to the Adviser an investment advisory fee computed and paid
monthly at the annual rate as listed on Exhibit B, attached hereto, of each
Fund's average daily net assets.
If the Adviser shall serve for less than the whole of any period
specified in this Article 3, the compensation to the Adviser shall be prorated.
ARTICLE 4: Special Services. Should the Trust have occasion to request
the Adviser to perform services not herein contemplated or to request the
Adviser to arrange for the services of others, the Adviser will act for the
Trust upon request to the best of its ability, with compensation for the
Adviser's services to be agreed upon with respect to each such occasion as it
arises.
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 as principals in making purchases or sales of securities or other
property for the account of any Fund, will not take a long or short position in
the shares of any Fund except as provided by the Declaration, and will comply
with all other provisions of the Declaration and By-Laws 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 any Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Article 6, the term
"Adviser" shall include Directors, officers and employees of the Adviser as well
as the corporation itself.
ARTICLE 7: Activities of the Adviser. The services of the Adviser to
the Trust are not to be deemed to be exclusive, the Adviser being free to render
services to others. The Adviser may permit other fund clients to use the words
"Massachusetts Financial" or "MFS" in their names. The Trust agrees that if the
Adviser shall for any reason no longer serve as the Adviser to the Trust, the
Trust and each Fund will each change its name so as to delete the words
"Massachusetts Financial" or "MFS". It is understood that 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 Trust as a shareholder or
otherwise.
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ARTICLE 8: Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective with respect to each Fund on the date of its
execution and shall govern the relations between the parties hereto thereafter,
and shall remain in force with respect to a Fund until August 1, 1999, on which
date it will terminate with respect to that Fund unless its continuance after
August 1, 1999, 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 Trustees of the Trust, or by vote of a
majority of the outstanding voting securities of that Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder.
This Agreement may be terminated 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 that Fund, or by the Adviser, on not more than
sixty days' nor less that thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment.
This Agreement may be amended with respect to any Fund only if such
amendment is approved by vote of a majority of the outstanding voting securities
of that Fund.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person," and "interested persons," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act.
ARTICLE 9: 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 10: Limitation of Liability of the Trustees and Shareholders. A
copy of the Declaration of the Trust is on file with Secretary of State of The
Commonwealth of Massachusetts. The parties hereto acknowledge that the
obligations of or arising out of this instrument 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 in accordance with
its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of one or more series of the Trust, the parties hereto also
agree that the obligations of each series
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hereunder shall be several and not joint, in accordance with its proportionate
interest hereunder, and the parties hereto agree not to proceed against any
series for the obligations of another series.
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, officers or shareholders of the Trust, individually, but bind only
the Trust estate.
MFS VARIABLE INSURANCE TRUST
By: A. KEITH BRODKIN
A. Keith Brodkin
Chairman and Trustee
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: JEFFREY L. SHAMES
Jeffrey L. Shames
President
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EXHIBIT A
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Value Series
MFS Research Series
MFS Growth With Income Series
MFS Total Return Series
MFS Utilities Series
MFS High Income Series
MFS World Governments Series
MFS/Foreign & Colonial Emerging Markets Equity Series
MFS Bond Series
MFS Limited Maturity Series
MFS Money Market Series
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EXHIBIT B
MANAGEMENT FEES
SERIES % OF AVERAGE DAILY NET ASSETS
MFS Emerging Growth Series 0.75
MFS Value Series 0.75
MFS Research Series 0.75
MFS Growth With Income Series 0.75
MFS Total Return Series 0.75
MFS Utilities Series 0.75
MFS High Income Series 0.75
MFS World Government Series 0.75
MFS/Foreign & Colonial Emerging Markets Equity Series 1.25
MFS Bond Series 0.60
MFS Limited Maturity Series 0.55
MFS Money Market Series 0.50
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EXHIBIT NO. 99.5(b)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 16th day of October, 1997, by and
between MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser") and FOREIGN & COLONIAL MANAGEMENT LTD., a company incorporated under
the laws of England and Wales (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser provides MFS/Foreign & Colonial Emerging Markets
Equity Series (the "Fund"), a series of MFS Variable Insurance Trust (the
"Trust"), an open-end investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), business services pursuant to the
terms and conditions of an investment advisory agreement dated October 16, 1997
(the "Advisory Agreement") between the Adviser and the Trust, on behalf of the
Fund; and
WHEREAS, the Sub-Adviser is willing to provide 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:
1. Duties of the Sub-Adviser. Subject to the supervision of the
Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage such
portion of the Fund's assets as the Adviser and Sub-Adviser shall from time to
time mutually designate (the "Designated Assets") on behalf of the Fund (i) in
accordance with the Fund's investment objective, policies and limitations as
stated in the Fund's then current Prospectus (the "Prospectus") and Statement of
Additional Information (the "Statement"), and the Trust's Amended and Restated
Declaration of Trust dated January 24, 1996 and Amended and Restated By-Laws,
each as from time to time in effect (respectively, the "Declaration" and the
"By-Laws") (the obligations of Sub-Adviser under this clause (i) are contingent
upon the Adviser fulfilling its obligations under Section 2) and (ii) in
compliance with the 1940 Act and the rules, regulations and orders thereunder;
(b) make investment decisions for the Fund with respect to the Designated
Assets; (c) place purchase and sale orders for portfolio transactions for the
Fund with respect to the Designated Assets; (d) except to the extent performed
by the Adviser, manage otherwise uninvested cash assets of the Fund with respect
to the Designated Assets; (e) as the agent of the Fund, give instructions
(including trade tickets) to the custodian and any sub-custodian of the Fund as
to deliveries of securities, transfers of currencies and payments of cash for
the account of the Fund with respect to the Designated Assets (the Sub-Adviser
shall promptly notify the Adviser of such instructions); (f) employ professional
portfolio managers to provide research services to the Fund; (g) attend periodic
meetings of the Board of Trustees of the Trust and (h) assist in obtaining all
the registrations, qualifications and consents, on behalf of the Fund, which are
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necessary for the Fund to purchase and sell assets in each jurisdiction (other
than the United States) in which the Designated Assets are to be invested. In
providing these services, the Sub-Adviser will furnish continuously an
investment program with respect to the Designated Assets. The Sub-Adviser shall
be responsible for monitoring the Fund's compliance with the Prospectus, the
Statement, the Declaration, the By-Laws and the 1940 Act and the rules,
regulations and orders thereunder and in monitoring such compliance the
Sub-Adviser shall do so in the functional currency of the Fund. The Sub-Adviser
shall only be responsible for compliance with the above-mentioned restrictions
in regards to the Designated Assets. The Adviser agrees to provide the
Sub-Adviser with such assistance as may be reasonably requested by the
Sub-Adviser in connection with its activities under this Agreement, including,
without limitation, information concerning the Fund, its funds available, or to
become available, for investment and generally as to the conditions of the
Fund's affairs. From time to time the Adviser will notify the Sub-Adviser of the
aggregate U.S. Dollar amount of the Designated Assets. The Adviser will have
responsibility for exercising proxy, consent and other rights pertaining to the
Fund's portfolio securities; provided, however, that 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.
Should the Trustees of the Trust or the Adviser at any time make any
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 of the Fund shall be purchased or sold and
what portion, if any, of the Fund's assets shall be held uninvested. It is
understood that the Adviser undertakes to discuss with the Sub-Adviser any such
determinations of investment policy and any such suspension or restrictions on
the right of the Sub-Adviser to determine what assets of the Fund shall be
purchased or sold or held uninvested, prior to the implementation thereof.
2. Certain Information to the Sub-Adviser. Copies of the Prospectus,
the Statement, the Declaration and the By-Laws have been delivered to the
Sub-Adviser. The Adviser agrees to notify the Sub-Adviser of each change in the
investment objectives, policies and limitations of the Fund and to provide to
the Sub-Adviser as promptly as practicable copies of all amendments and
supplements to the Prospectus, the Statement, the Declaration and the By-Laws.
In addition, the Adviser will promptly provide the Sub-Adviser with any
procedures applicable to the Sub-Adviser adopted from time to time by the
Trustees of the Trust and agrees to provide promptly to the Sub-Adviser copies
of all amendments thereto.
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser and the Trustees of the Trust, the Sub-Adviser is
hereby appointed the Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as the
Sub-Adviser shall be requested by brokers, dealers, counterparties and other
persons in connection with its management of the Designated Assets.
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4. Reports. The Sub-Adviser shall furnish to the Trustees of the Trust
or the Adviser, or both, as may be appropriate, quarterly reports of its
activities on behalf of the Fund with respect to the Designated Assets, as
required by applicable law or as otherwise requested from time to time by the
Trustees of the Trust or the Adviser, and such additional information, reports,
evaluations, analyses and opinions as the Trustees of the Trust or the Adviser,
as appropriate, may request from time to time.
5. Brokerage. In connection with the selections of brokers, dealers or
other entities and the placing of orders for the purchase and sale of portfolio
investments for the Fund with respect to the Designated Assets, the Sub-Adviser
is directed to seek for the Fund execution at the most favorable 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 (within the meaning of Section 28(e) of the
Securities Exchange Act of 1934, as amended) 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.
6. Services to Other Companies or Accounts. 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. The Sub-Adviser agrees to allocate
similarly opportunities to sell or otherwise dispose of securities among the
Fund and other clients of the Sub-Adviser.
7. Other Sub-Advisers. The Sub-Adviser may from time to time enter into
investment sub-advisory agreements with one or more investment advisers, (an
"Other Sub-Adviser"), to the Fund to perform some or all of the services for
which the Sub-Adviser is responsible pursuant to this Agreement upon such terms
and conditions as the Adviser and the Sub-Adviser may determine; provided,
however, that such investment sub-advisory agreements have been approved by a
majority of the Trustees of the Trust who are not interested persons of the
Trust, or the Sub-Adviser or the Other Sub-Adviser and by vote of a majority of
the outstanding voting securities of the Fund; and, provided, further, that the
Sub-Adviser shall own a majority of the voting securities of any Other
Sub-Adviser. The Sub-Adviser may terminate the services of any Other Sub-Adviser
at any time in its sole discretion, and shall at such time assume the
responsibilities of such Other Sub-Adviser unless and until a successor Other
Sub-Adviser is selected. The Sub-Adviser shall be liable for any error of
judgment or mistake of law by any
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<PAGE>
Other Sub-Adviser and for any act or omission in the execution and management of
the Fund by any Other Sub-Adviser.
8. 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 arrears in U.S. dollars, at a rate of
0.65% of the average daily net asset value of the Designated Assets on an
annualized basis. 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. For the purpose of
determining fees payable to the Sub-Adviser, the value of the Fund's net assets
shall be computed at the times and in the manner specified in the Prospectus
and/or Statement. In the event that the Adviser reduces its management fee
payable under the Advisory Agreement in order to comply with the expense
limitations of a State securities commission or otherwise (but not a voluntary
reduction), the Sub-Adviser agrees to reduce its fee payable under this
Agreement by a pro rata amount.
9. 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.
10. 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. The Sub-Adviser may permit
other fund clients to use the words "Foreign & Colonial" in their names. The
Adviser and the Trust agree that if the Sub-Adviser shall for any reason no
longer serve as the Sub-Adviser to the Fund, the Fund will change its name so as
to delete the words "Foreign & Colonial". It is understood that the Trustees,
officers and shareholders of the Trust, the Fund or the Adviser are or may be or
become interested in the Sub-Adviser or any person controlling, controlled by or
under common control with the Sub-Adviser, as trustees, officers, employees or
otherwise and that trustees, officers and employees of the Sub-Adviser or any
person controlling, controlled by or under common control with the Sub-Adviser
may become similarly interested in the Trust, the Fund or the Adviser and that
the Sub-Adviser may be or become interested in the Fund as a shareholder or
otherwise.
11. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a)
will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees
of the Trust or the Fund's distributor (provided that the Adviser provides the
Sub-Adviser with a current list, as updated from time to time as appropriate, of
"affiliated persons" of the Trustees of the Trust and of the Fund's
distributor), as principals, agents, brokers or dealers in making purchases or
sales of securities or other property for the account of the Fund, except as
permitted by the 1940 Act and the rules, regulations and orders thereunder and
subject to the prior written approval of the Adviser, (b)
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will not take a long or short position in the shares of the Fund except as
permitted by the Declaration and (c) will comply with all other provisions of
the Declaration and the By-Laws and the then-current Prospectus and Statement
relative to the Sub-Adviser and its trustees, officers, employees and
affiliates.
12. Representations, Warranties and Additional Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the
U.S. Investment Advisers Act of 1940 (the "Advisers Act"),
is authorized to undertake investment business in the United
Kingdom by virtue of its membership in the Investment
Management Regulatory Organization ("IMRO") and is
registered under the laws of any jurisdiction in which the
Sub-Adviser is required to be registered as an investment
adviser in order to perform its obligations under this
Agreement, and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited
by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement remains
in effect, any other applicable Federal or State
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; (v) will
immediately notify the Adviser in writing of the occurrence
of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise; and
(vi) will immediately notify the Adviser in writing of any
change of control of the Sub-Adviser or any parent of the
Sub-Adviser resulting in an "assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of the
Fund, in the manner and for the periods of time required or
permitted by the 1940 Act and the rules, regulations and
orders thereunder and the Advisers 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; provided, however, that the
Sub-Adviser may retain copies of such records for archival
purposes as required by IMRO.
(c) The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940
Act and, if it has not already done so, will provide the
Adviser and the Trust with a copy of such code of ethics,
and upon any amendment to such code of ethics, promptly
provide such amendment. At least annually the Sub-Adviser
will provide the Trust and the Adviser with a certificate
signed by the chief compliance officer (or the person
performing such function) of the Sub-Adviser certifying, to
the best of his or her knowledge, compliance with
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the code of ethics during the immediately preceding
twelve (12) month period, including any material violations
of or amendments to the code of ethics or the administration
thereof.
(d) It has provided the Adviser and the Trust with a copy of its
Form ADV as most recently filed with the Securities and
Exchange Commission (the "SEC") and will, promptly after
filing any amendment to its Form ADV with the SEC, furnish a
copy of such amendment to the Adviser and the Trust.
13. Representations, Warranties and Additional Agreements of the
Adviser. The Adviser represents, warrants and agrees that:
(a) This Agreement has been duly authorized, executed and
delivered by it and constitutes the valid and binding
obligation of the Adviser enforceable against it in
accordance with its terms.
(b) No governmental authorization, approvals, consents or filing
by or with United States regulatory authorities are required
in connection with the execution, delivery or performance of
this Agreement by the Adviser.
(c) The execution, delivery and performance of this Agreement by
the Adviser will not violate or result in any default under
its Articles of Incorporation or the Trust's Declaration of
Trust or other constituent documents, or any contract or
other agreement to which either of them is a party or which
either of them or their assets may be bound or any statute,
or any rule, regulations or order of any government agency,
body or authority to which either of them is subject.
(d) At all times the Sub-Adviser shall deal with, and shall be
entitled to deal with, the Designated Assets on the basis
that the Fund has full title to or is in control of all of
the Designated Assets free from all liens, charges, options,
encumbrances or other third party rights, except as
disclosed to the Sub-Adviser by the Fund or the Adviser and
except for any such encumbrances incurred as a result of the
performance by the Sub-Adviser of its duties under this
Agreement.
(e) It has and will maintain the authority and capacity to
authorize the Sub-Adviser to enter into the documents on
behalf of the Fund contemplated by Section 3 hereof.
14. Duration and Termination 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,
1999 and each year thereafter but only so long as its continuance is
"specifically approved at least annually" (a) 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 (b) 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
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any penalty by the Trustees of the Trust, by "vote of a majority of the
outstanding voting securities" of the Fund or by the Adviser, on not more than
sixty days nor less than thirty days written notice, or by the Sub-Adviser on
not more than ninety days nor less than sixty days written notice. This
Agreement shall automatically terminate in the event of its "assignment" or in
the event that the Advisory Agreement shall have terminated for any reason.
15. Amendments to this Agreement. 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.
16. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "affiliated persons" and "interested person", when used
in this Agreement, shall have the respective meanings specified, and shall be
construed in a manner consistent with, the 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
17. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made pursuant to Sections 12 and
13 hereof shall survive for the duration of this Agreement and each party shall
immediately notify, but in no event later than five (5) business days, the other
in writing upon becoming aware that any of the foregoing representations and
warranties are no longer true.
18. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Fund, or such other person
as a party shall designate by notice to the other parties. This Agreement
constitutes the entire agreement among the parties hereto and supersedes any
prior agreement among the parties relating to the subject matter hereof. The
section headings of this Agreement are for convenience of reference and do not
constitute a part hereof.
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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: JEFFREY L. SHAMES
Jeffrey L. Shames
President
FOREIGN & COLONIAL MANAGEMENT LTD.
By: ILLEGIBLE
(Illegible)
By: ILLEGIBLE
(Illegible)
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. The parties hereto
acknowledge that the obligations of or arising out of this instrument 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 in accordance with its proportionate interest hereunder. If this
instrument is executed by the Trust on behalf of one or more series of the
Trust, the parties hereto acknowledge that the assets and liabilities of each
series of the Trust are separate and distinct and that the obligations of or
arising out of this instrument are binding solely upon the assets or property of
the series on whose behalf the Trust has executed this instrument. If the Trust
has executed this instrument on behalf of more than one series of the Trust, the
parties hereto also agree that the obligations of each series hereunder shall be
several and not joint, in accordance with its proportionate interest hereunder,
and the parties hereto agree not to proceed against any series for the
obligations of another series.
MFS VARIABLE INSURANCE TRUST
on behalf of MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
By: A. KEITH BRODKIN
A. Keith Brodkin
Chairman
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EXHIBIT NO. 99.5(c)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 16th day of October, 1997, by and
between FOREIGN & COLONIAL MANAGEMENT LTD., a company incorporated under the
laws of England and Wales (the "Sub-Adviser"), and FOREIGN & COLONIAL EMERGING
MARKETS LIMITED, a company incorporated under the laws of England and Wales
("FCEM").
WITNESSETH:
WHEREAS, Massachusetts Financial Services Company (the "Adviser")
provides MFS/Foreign & Colonial Emerging Markets Equity Series (the "Fund"), a
series of MFS Variable Insurance Trust (the "Trust"), an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), business services pursuant to the terms and conditions of an
investment advisory agreement dated October 16, 1997 (the "Advisory Agreement")
between the Adviser and the Trust, on behalf of the Fund;
WHEREAS, the Sub-Adviser provides services to the Adviser pursuant to
the terms and conditions of a sub-advisory agreement dated October 16, 1997 (the
"FCM Sub-Advisory Agreement") between the Adviser and the Sub-Adviser; and
WHEREAS, FCEM is willing to provide services to the Sub-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:
1. Duties of FCEM. Subject to the supervision of the Trustees of the
Trust, the Adviser and the Sub-Adviser, FCEM will: (a) manage such portion of
the Fund's assets as the Adviser, Sub-Adviser and FCEM shall from time to time
mutually designate (the "Designated Assets") on behalf of the Fund (i) in
accordance with the Fund's investment objective, policies and limitations as
stated in the Fund's then current Prospectus (the "Prospectus") and Statement of
Additional Information (the "Statement"), and the Trust's Amended and Restated
Declaration of Trust dated January 24, 1996 and Amended and Restated By-Laws,
each as from time to time in effect (respectively, the "Declaration" and the
"By-Laws") (the obligations of FCEM under this clause (i) are contingent upon
the Sub-Adviser fulfilling its obligations under Section 2) and (ii) in
compliance with the 1940 Act and the rules, regulations and orders thereunder;
(b) make investment decisions for the Fund with respect to the Designated
Assets; (c) place purchase and sale orders for portfolio transactions for the
Fund with respect to the Designated Assets; (d) except to the extent performed
by the Adviser, manage otherwise uninvested cash assets of the Fund with respect
to the Designated Assets; (e) as the agent of the Fund, give instructions
(including trade tickets) to the custodian and any sub-custodian of the Fund as
to deliveries of
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<PAGE>
securities, transfers of currencies and payments of cash for the account of the
Fund with respect to the Designated Assets (FCEM shall promptly notify the
Adviser and the Sub-Adviser of such instructions); (f) employ professional
portfolio managers to provide research services to the Fund; (g) attend periodic
meetings of the Board of Trustees of the Trust and (h) assist in obtaining all
the registrations, qualifications and consents, on behalf of the Fund, which are
necessary for the Fund to purchase and sell assets in each jurisdiction (other
than the United States) in which the Designated Assets are to be invested. In
providing these services, FCEM will furnish continuously an investment program
with respect to the Designated Assets. FCEM shall be responsible for monitoring
the Fund's compliance with the Prospectus, the Statement, the Declaration, the
By-Laws and the 1940 Act and the rules, regulations and orders thereunder and in
monitoring such compliance FCEM shall do so in the functional currency of the
Fund. FCEM shall only be responsible for compliance with the above-mentioned
restrictions in regards to the Designated Assets. The Sub-Adviser agrees to
provide FCEM with such assistance as may be reasonably requested by FCEM in
connection with its activities under this Agreement, including, without
limitation, information concerning the Fund, its funds available, or to become
available, for investment and generally as to the conditions of the Fund's
affairs. From time to time the Sub-Adviser will notify FCEM of the aggregate
U.S. Dollar amount of the Designated Assets. The Adviser will have
responsibility for exercising proxy, consent and other rights pertaining to the
Fund's portfolio securities; provided, however, that FCEM will, as requested,
make recommendations to the Sub-Adviser as to the manner in which such proxy,
consent and other rights shall be exercised.
Should the Trustees of the Trust or the Adviser and the Sub-Adviser at
any time make any determination as to investment policy and notify FCEM thereof
in writing, FCEM 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 and the Sub-Adviser or the Trustees of the Trust
may at any time, upon written notice to FCEM, suspend or restrict the right of
FCEM to determine what assets of the Fund shall be purchased or sold and what
portion, if any, of the Fund's assets shall be held uninvested. It is understood
that the Adviser and the Sub-Adviser undertake to discuss with FCEM any such
determinations of investment policy and any such suspensions or restrictions on
the right of FCEM to determine what assets of the Fund shall be purchased or
sold or held uninvested, prior to the implementation thereof.
Any duties of FCEM under this Section 1 may be delegated, in whole or
in part, by FCEM to the Sub-Adviser.
2. Certain Information to FCEM. Copies of the Prospectus, the
Statement, the Declaration and the By-Laws have been delivered to FCEM. The
Sub-Adviser agrees to notify FCEM of each change in the investment objectives,
policies and limitations of the Fund and to provide to FCEM as promptly as
practicable copies of all amendments and supplements to the Prospectus, the
Statement, the Declaration and the By-Laws. In addition, the Sub-Adviser will
promptly provide FCEM with any procedures applicable to FCEM adopted from time
to time by the Trustees of the Trust and agrees to provide promptly to FCEM
copies of all amendments thereto.
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<PAGE>
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser, the Sub-Adviser and the Trustees of the Trust, FCEM
is hereby appointed the Sub-Adviser's and the Trust's agent and attorney-in-fact
to execute account documentation, agreements, contracts and other documents as
FCEM shall be requested by brokers, dealers, counterparties and other persons in
connection with its management of the Designated Assets.
4. Brokerage. In connection with the selections of brokers, dealers or
other entities and the placing of orders for the purchase and sale of portfolio
investments for the Fund with respect to the Designated Assets, FCEM is directed
to seek for the Fund execution at the most favorable price by responsible
brokerage firms at reasonably competitive commission rates. In fulfilling this
requirement, FCEM 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 FCEM determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such broker, dealer or other entity, viewed in
terms of either that particular transaction or FCEM's overall responsibilities
with respect to the Fund and to other clients of FCEM as to which FCEM exercises
investment discretion.
5. Reports. FCEM shall furnish to the Trustees of the Trust, the
Adviser or the Sub-Adviser, or all of them, as may be appropriate, quarterly
reports of its activities on behalf of the Fund, as required by applicable law
or as otherwise requested from time to time by the Trustees of the Trust, the
Adviser or the Sub-Adviser, and such additional information, reports,
evaluations, analyses and opinions as the Trustees of the Trust, the Adviser or
the Sub-Adviser, as appropriate, may request from time to time.
6. Services to Other Companies or Accounts. On occasions when FCEM
deems the purchase or sale of a security to be in the best interest of the Fund
as well as other clients, FCEM, 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 FCEM in the manner it considers to be the most
equitable. FCEM agrees to allocate similarly opportunities to sell or otherwise
dispose of securities among the Fund and other clients of FCEM.
7. Compensation of FCEM. For the services to be rendered by FCEM under
this Agreement, the Sub-Adviser shall pay to FCEM compensation, computed and
paid monthly in arrears, at a rate of 0.650% of the average daily net asset
value of the Designated Assets on an annualized basis. If FCEM shall serve for
less than the whole of any month, the compensation payable to FCEM with respect
to the Fund will be prorated. FCEM will pay its expenses incurred in performing
its duties under this Agreement. Neither the Trust, the Adviser nor the Fund
shall be liable to FCEM for the compensation of FCEM. For the purpose of
determining
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<PAGE>
fees payable to FCEM, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or Statement. In the
event that the Sub-Adviser reduces its management fee payable under the FCM
Sub-Advisory Agreement in order to comply with the expense limitations of a
State securities commission or otherwise (but not a voluntary reduction), FCEM
agrees to reduce its fee payable under this Agreement by a pro rata amount.
8. Limitation of Liability of FCEM. FCEM 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 FCEM under this Agreement and may recover
directly from FCEM for any liability it may have to the Fund.
9. Activities of FCEM. The services of FCEM to the Fund are not deemed
to be exclusive, FCEM being free to render investment advisory and/or other
services to others. It is understood that the Trustees, officers and
shareholders of the Trust, the Fund, the Adviser or the Sub-Adviser are or may
become interested in FCEM or any person controlling, controlled by or under
common control with FCEM, as trustees, officers, employees or otherwise and that
trustees, officers and employees of FCEM or any person controlling, controlled
by or under common control with FCEM may become similarly interested in the
Trust, the Fund, the Adviser or the Sub-Adviser and that FCEM may be or become
interested in the Fund as a shareholder or otherwise.
10. Covenants of FCEM. FCEM agrees that it (a) will not deal with
itself, "affiliated persons" of FCEM, the Sub-Adviser, the Trustees of the Trust
or the Fund's distributor (provided that the Adviser provides the Sub-Adviser
with a current list, as updated from time to time as appropriate, of "affiliated
persons" of the Trustees of the Trust and of the Fund's distributor), as
principals, agents, brokers or dealers in making purchases or sales of
securities or other property for the account of the Fund, except as permitted by
the 1940 Act and the rules, regulations and orders thereunder and subject to the
prior written approval of the Adviser, (b) will not take a long or short
position in the shares of the Fund except as permitted by the Declaration and
(c) will comply with all other provisions of the Declaration and the By-Laws and
the then-current Prospectus and Statement relative to FCEM and its trustees,
officers, employees and affiliates.
11. Representations, Warranties and Additional Agreements of FCEM. FCEM
represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the
U.S. Investment Advisers Act of 1940 (the "Advisers Act"),
is authorized to undertake investment business in the United
Kingdom by virtue of its membership in the Investment
Management Regulatory Organization ("IMRO") and is
registered under the laws of any jurisdiction in which FCEM
is required to be registered as an investment adviser in
order to perform its obligations under this Agreement, and
will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this
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<PAGE>
Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, any other
applicable Federal or State requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement;
(iv) has the authority to enter into and perform the
services contemplated by this Agreement; (v) will
immediately notify the Adviser and the Sub-Adviser in
writing of the occurrence of any event that would
disqualify FCEM from serving as an investment adviser
of an investment company pursuant to Section 9(a) of
the 1940 Act or otherwise; and (vi) will immediately
notify the Adviser and the Sub-Adviser in writing of
any change of control of FCEM or any parent of FCEM
resulting in an "assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of the
Fund, in the manner and for the periods of time required or
permitted by the 1940 Act and the rules, regulations and
orders thereunder and the Advisers Act and the rules,
regulations and orders thereunder, records relating to
investment transactions made by FCEM for the Fund as may be
reasonably requested by the Adviser or the Fund from time to
time. FCEM agrees that such records are the property of the
Fund, and will be surrendered to the Fund promptly upon
request; provided, however, that FCEM may retain copies of
such records for archival purposes as required by IMRO.
(c) FCEM has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has
not already done so, will provide the Adviser, the
Sub-Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics,
promptly provide such amendment. At least annually FCEM will
provide the Trust, the Sub-Adviser and the Adviser with a
certificate signed by the chief compliance officer (or the
person performing such function) of FCEM certifying, to the
best of his or her knowledge, compliance with the code of
ethics during the immediately preceding twelve (12) month
period, including any material violations of or amendments
to the code of ethics or the administration thereof.
(d) It has provided the Adviser, the Sub-Adviser and the Trust
with a copy of its Form ADV as most recently filed with the
Securities and Exchange Commission (the "SEC") and will,
promptly after filing any amendment to its Form ADV with the
SEC, furnish a copy of such amendment to the Adviser, the
Sub-Adviser and the Trust.
12. Duration and Termination 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,
1999 and each year thereafter but only so long as its continuance is
"specifically approved at least annually" (a) by the vote of a majority of the
Trustees of the Trust who are not "interested persons" of the Trust, the
Adviser, the Sub-Adviser or FCEM at a meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Trust, or by "vote of a majority of the outstanding voting
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<PAGE>
securities" of the Fund. This Agreement may be terminated at any time without
the payment of any penalty by the Trustees of the Trust, by "vote of a majority
of the outstanding voting securities" of the Fund or by the Adviser or the
Sub-Adviser, on not more than sixty days nor less than thirty days written
notice, or by FCEM on not more than ninety days nor less than sixty days written
notice. This Agreement shall automatically terminate in the event of its
"assignment" or in the event that the FCM Sub-Advisory Agreement or the Advisory
Agreement shall have terminated for any reason.
13. Amendments to this Agreement. 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, by the Sub-Adviser and by FCEM.
14. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "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 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
15. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by FCEM pursuant to Section
10 hereof shall survive for the duration of this Agreement and FCEM shall
immediately notify, but in no event later than five (5) business days, the
Adviser and the Sub-Adviser in writing upon becoming aware that any of the
foregoing representations and warranties are no longer true.
16. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, by the Adviser's General Counsel in the case of
the Adviser, by FCEM's Secretary in the case of FCEM and by the Trust's
Secretary in the case of the Fund, or such other person as a party shall
designate by notice to the other parties. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior agreement among the
parties relating to the subject matter hereof. The section headings of this
Agreement are for convenience of reference and do not constitute a part hereof.
<PAGE>
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.
FOREIGN & COLONIAL MANAGEMENT LTD.
By: ILLEGIBLE
(Illegible)
By: ILLEGIBLE
(Illegible)
FOREIGN & COLONIAL EMERGING
MARKETS LIMITED
By: ILLEGIBLE
(Illegible)
By: ILLEGIBLE
(Illegible)
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. The parties hereto
acknowledge that the obligations of or arising out of this instrument 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 in accordance with its proportionate interest hereunder. If this
instrument is executed by the Trust on behalf of one or more series of the
Trust, the parties hereto acknowledge that the assets and liabilities of each
series of the Trust are separate and distinct and that the obligations of or
arising out of this instrument are binding solely upon the assets or property of
the series on whose behalf the Trust has executed this instrument. If the Trust
has executed this instrument on behalf of more than one series of the Trust, the
parties hereto also agree that the obligations of each series hereunder shall be
several and not joint, in accordance with its proportionate interest hereunder,
and the parties hereto agree not to proceed against any series for the
obligations of another series.
MFS VARIABLE INSURANCE TRUST
on behalf of MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
By: A. KEITH BRODKIN
A. Keith Brodkin
Chairman
<PAGE>
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By: JEFFREY L. SHAMES
Jeffrey L. Shames
President
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<PAGE>
EXHIBIT NO. 99.5(d)
FORM OF INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 29th day of April, 1998, by
and between MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), on behalf of MFS NEW DISCOVERY SERIES, a series of the Trust (the
"Fund"), 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 latter may from time to time
consider necessary for the proper supervision of its funds. 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 Trust's Amended and
Restated Declaration of Trust, dated January 24, 1996, 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 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 execution at the most
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<PAGE>
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 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. 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. 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. 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 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; expenses of shareholders' meetings; 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).
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 annually at a rate equal ____% of the Fund's
average daily net assets. If the Adviser shall
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<PAGE>
serve for less than the whole of any period specified in this Article 3, the
compensation to the Adviser will be prorated.
Article 4. Special Services. Should the Trust have occasion to request
the Adviser to perform services not herein contemplated or to request the
Adviser to arrange for the services of others, the Adviser will act for the
Trust on behalf of the Fund upon request to the best of its ability, with
compensation for the Adviser's services to be agreed upon with respect to each
such occasion as it arises.
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 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 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 or gross
negligence in the performance 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. The services of the Adviser to
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 Fund agrees
that if the Adviser shall for any reason no longer serve as the Adviser to the
Fund, the Fund 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 8. 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 April 29, 2000 on which date it will terminate unless its
continuance after April 29, 2000 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.
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<PAGE>
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.
Article 9. 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 series of the Trust, the Adviser further
acknowledges that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
Agreement are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this Agreement.
Article 10. Definitions. 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.
Article 11. 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.
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<PAGE>
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.
MFS VARIABLE INSURANCE TRUST, on behalf
of MFS NEW DISCOVERY SERIES, one of
its series
By:___________________________
James R. Bordewick, Jr.
Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By:____________________________
Arnold D. Scott
Senior Executive Vice President
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