INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT dated this 1st day of April 2002
between Sun Capital Advisers Trust, a Delaware
business trust (the "Trust"), and Sun Capital
Advisers, Inc., a Delaware corporation (the
"Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-
end, diversified, management investment company
under the Investment Company Act of 1940, as amended
(the "1940 Act"), and has filed with the Securities
and Exchange Commission (the "Commission") a
registration statement (the "Registration
Statement") for the purpose of registering its
shares for public offering under the Securities Act
of 1933, as amended (the "1933 Act"),
WHEREAS, the parties hereto deem it mutually
advantageous that the Manager should be engaged,
subject to the supervision of the Trust's Board of
Trustees and officers, to manage the investment
series of the Trust identified as the SC Xxxxx Small
Capitalization Fund (the "Fund").
NOW, THEREFORE, in consideration of the mutual
covenants and benefits set forth herein, the Trust
and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide
the Trust with investment research, advice and
supervision and will furnish continuously an
investment program for the Fund, consistent with the
investment objective and policies of the Fund. The
Manager will determine from time to time what
securities shall be purchased for the Fund, what
securities shall be held or sold by the Fund and
what portion of the Fund's assets shall be held
uninvested as cash, subject always to the provisions
of the Trust's Certificate of Trust, Agreement and
Declaration of Trust, By-Laws and its registration
statements under the 1940 Act and under the 1933 Act
covering the Trust's shares, as filed with the
Commission, and to the investment objective,
policies and restrictions of the Fund, as each of
the same shall be from time to time in effect, and
subject, further, to such policies and instructions
as the Board of Trustees of the Trust may from time
to time establish. To carry out such
determinations, the Manager will exercise full
discretion and act for the Trust in the same manner
and with the same force and effect as the Trust
itself might or could do with respect to purchases,
sales or other transactions, as well as with respect
to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or
other transactions.
(b) The Manager will, to the extent
reasonably required in the conduct of the business
of the Trust and upon the Trust's request, furnish
to the Trust research, statistical and advisory
reports upon the industries, businesses,
corporations or securities as to which such requests
shall be made, whether or not the Fund shall at the
time have any investment in such industries,
businesses, corporations or securities. The Manager
will use its best efforts in the preparation of such
reports and will endeavor to consult the persons and
sources believed by it to have information available
with respect to such industries, businesses,
corporations or entities.
(c) The Manager will maintain all
books and records with respect to the Fund's
securities transactions required by subparagraphs
(b)(5), (6), (9) and (10) and paragraph (f) of
Rule 31a-1 under the 1940 Act (other than those
records being maintained by the custodian or
transfer agent appointed by the Trust) and preserve
such records for the periods prescribed therefor by
Rule 31a-2 under the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic
and special reports as the Board may reasonably
request.
2. (a) Except as otherwise provided
herein, the Manager, at its own expense, shall
furnish to the Trust office space in the offices of
the Manager or in such other place as may be agreed
upon from time to time, and all necessary office
facilities, equipment and personnel for managing the
Trust's investments, and shall arrange, if desired
by the Trust, for members of the Manager's
organization to serve as officers or agents of the
Trust.
(b) The Manager shall pay directly or
reimburse the Trust for: (i) the compensation (if
any) of the Trustees who are affiliated with, or
"interested persons" (as defined in the 0000 Xxx)
of, the Manager and all officers of the Trust as
such; and (ii) all expenses not hereinafter
specifically assumed by the Trust where such
expenses are incurred by the Manager or by the Trust
in connection with the management of the affairs of,
and the investment and reinvestment of the assets
of, the Trust and the Fund.
(c) The Trust shall assume and shall
pay: (i) charges and expenses for fund accounting,
pricing and appraisal services and related overhead,
including, to the extent such services are performed
by personnel of the Manager, or its affiliates,
office space and facilities and personnel
compensation, training and benefits; (ii) the
charges and expenses of auditors; (iii) the charges
and expenses of any custodian, administrator,
transfer agent, plan agent, dividend disbursing
agent and registrar appointed by the Trust;
(iv) issue and transfer taxes chargeable to the
Trust in connection with securities transactions to
which the Trust is a party; (v) insurance premiums,
interest charges, dues and fees for membership in
trade associations and all taxes and corporate fees
payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses
involved in registering and maintaining
registrations of the Trust and/or its shares with
the Commission, state securities agencies and
foreign jurisdictions, including the preparation of
prospectuses and statements of additional
information for filing with such regulatory
agencies; (vii) all expenses of shareholders' and
Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements
and all reports to shareholders and to governmental
agencies; (viii) charges and expenses of legal
counsel to the Trust and the Trustees; (ix) if
applicable, any distribution fees paid by the Trust
in accordance with Rule 12b-1 promulgated by the
Commission pursuant to the 1940 Act;
(x) compensation of those Trustees of the Trust who
are not affiliated with or interested persons of the
Manager or the Trust (other than as Trustees); (xi)
the cost of preparing and printing share
certificates; and (xii) interest on borrowed money,
if any.
(d) In addition to the expenses
described in Section 2(c) above, the Trust shall pay
all brokers' and underwriting commissions chargeable
to the Trust or the Fund in connection with
securities transactions to which the Trust is a
party.
3. (a) The Trust shall pay to the
Manager, as compensation for the Manager's services
and expenses assumed hereunder, a fee with respect
to the Fund calculated as a percentage of the Fund's
average daily net assets as set forth in Exhibit A
hereto. Management fees payable hereunder shall be
computed daily and paid monthly in arrears.
In the event of termination of this Agreement,
the Management Fee shall be computed on the basis of
the period ending on the last business day on which
this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in
the current month as a percentage of the total
number of days in such month.
(b) If the operating expenses of the
Fund in any year exceed the limits set by state
securities laws or regulations in states in which
shares of the Fund are sold, the amount payable to
the Manager with respect to the Fund under
subsection (a) above will be reduced (but not below
$0), and the Manager shall make other arrangements
concerning expenses but, in each instance, only as
and to the extent required by such laws or
regulations. If amounts have already been advanced
to the Manager under this Agreement, the Manager
will return such amounts to the relevant Fund to the
extent required by the preceding sentence.
(c) In addition to the foregoing, the
Manager may from time to time agree not to impose
all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or a
portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Fund for all or a
portion of its expenses not otherwise required to be
borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or
modified by the Manager at any time.
4. It is understood that the Manager may
employ one or more sub-investment advisers (each a
"Subadviser") to provide investment advisory
services to the Fund by entering into a written
agreement with each such Subadviser; provided, that
any such Subadviser and agreement first shall be
approved by the vote of a majority of the Trustees,
including a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of
the Trust, the Manager or any such Subadviser, at a
meeting of Trustees called for the purpose of voting
on such approval and, except as may be otherwise
permitted by then current law or an exemptive order
issued by the Securities and Exchange Commission, by
the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the
0000 Xxx) of the Fund. The authority given to the
Manager in Sections 1 through 6 hereof may be
delegated by it under any such agreement; provided,
that any Subadviser shall be subject to the same
restrictions and limitations on investments and
brokerage discretion as the Manager. In the event
the Manager employs one or more Subadvisers, the
Manager shall oversee and continually evaluate
performance of any such Subadviser and shall make
such recommendations to the Trust's Trustees from
time to time concerning the continuation,
termination or modification of any such arrangements
as the Manager deems appropriate. Notwithstanding
the foregoing, the Trust agrees that the Manager
shall not be accountable to the Trust or the Fund
for any loss or liability relating to specific
investments directed solely by any Subadviser.
5. The Manager will not be liable for any
error of judgment or mistake of law or for any loss
sustained by reason of the adoption of any
investment policy or the purchase, sale, or
retention of any security on the recommendation of
the Manager, whether or not such recommendation
shall have been based upon its own investigation and
research or upon investigation and research made by
any other individual, firm or corporation, but
nothing contained herein will be construed to
protect the Manager against any liability to the
Trust or the Fund or its shareholders by reason of
willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of its
reckless disregard of its obligations and duties
under this Agreement.
6. (a) Nothing in this Agreement will in
any way limit or restrict the Manager or any of its
officers, directors, or employees from buying,
selling or trading in any securities for its or
their own accounts or other accounts. The Manager
may act as an investment adviser to any other
person, firm or corporation, and may perform
management and any other services for any other
person, association, corporation, firm or other
entity pursuant to any contract or otherwise, and
take any action or do any thing in connection
therewith or related thereto; and no such
performance of management or other services or
taking of any such action or doing of any such thing
shall be in any manner restricted or otherwise
affected by any aspect of any relationship of the
Manager to or with the Trust or deemed to violate or
give rise to any duty or obligation of the Manager
to the Trust except as otherwise imposed by law.
The Trust recognizes that the Manager, in effecting
transactions for its various accounts, may not
always be able to take or liquidate investment
positions in the same security at the same time and
at the same price.
(b) In connection with purchases or
sales of securities for the account of the Fund,
neither the Manager nor any of its Trustees,
officers or employees will act as a principal or
agent or receive any commission except as permitted
by the 1940 Act. The Manager shall arrange for the
placing of all orders for the purchase and sale of
securities for the Fund's account with brokers or
dealers selected by the Manager. In the selection
of such brokers or dealers and the placing of such
orders, the Manager is directed at all times to seek
for the Fund the most favorable execution and net
price available except as described herein. It is
also understood that it is desirable for the Fund
that the Manager have access to supplemental
investment and market research and security and
economic analyses provided by brokers who may
execute brokerage transactions at a higher cost to
the Fund than may result when allocating brokerage
to other brokers on the basis of seeking the most
favorable price and efficient execution. Therefore,
the Manager is authorized to place orders for the
purchase and sale of securities for the Fund with
such brokers, subject to review by the Trust's
Trustees from time to time with respect to the
extent and continuation of this practice. It is
understood that the services provided by such
brokers may be useful to the Manager in connection
with its or its affiliates' services to other
clients.
(c) On occasions when the Manager
deems the purchase or sale of a security to be in
the best interest of the Fund as well as another
fund or other clients, the Manager, to the extent
permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in
order to obtain the best execution and lower
brokerage commissions, if any. 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 Manager in the manner it
considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to
such other funds or other clients.
7. This Agreement shall become effective on
the date hereof and shall remain in force until
March 31, 2004 and from year to year thereafter, but
only so long as its continuance is approved annually
by a vote of the Trustees of the Trust voting in
person, including a majority of its Trustees who are
not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any such
parties, at a meeting of Trustees called for the
purpose of voting on such approval or by a vote of a
"majority of the outstanding voting securities" (as
defined in the 0000 Xxx) of the relevant Fund,
subject to the right of the Trust and the Manager to
terminate this contract as provided in Section 8
hereof.
8. Either party hereto may, without
penalty, terminate this Agreement by vote of its
Board of Trustees or Directors, as the case may be,
or by vote of a "majority of its outstanding voting
securities" (as defined in the 0000 Xxx) and the
giving of 60 days' written notice to the other
party.
9. This Agreement shall automatically
terminate in the event of its assignment. For
purposes of this Agreement, the term "assignment"
shall have the meaning given it by Section 2(a)(4)
of the 1940 Act.
10. The Trust agrees that in the event that
neither the Manager nor any of its affiliates acts
as an investment adviser to the Trust, the name of
the Trust and the Fund will be changed to one that
does not contain the name "Sun Capital," or "Sun
Life" or otherwise suggest an affiliation with the
Manager.
11. The Manager is an independent contractor
and not an employee of the Trust for any purpose.
If any occasion should arise in which the Manager
gives any advice to its clients concerning the
shares of the Fund, the Manager will act solely as
investment counsel for such clients and not in any
way on behalf of the Trust or any series thereof.
12. This Agreement states the entire
agreement of the parties hereto, and is intended to
be the complete and exclusive statement of the terms
hereof. It may not be added to or changed orally,
and may not be modified or rescinded except by a
writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
13. This Agreement and all performance
hereunder shall be governed by and construed in
accordance with the laws of The Commonwealth of
Massachusetts.
14. Any term or provision of this Agreement
which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or
unenforceability without rendering invalid or
unenforceable the remaining terms or provisions of
this Agreement or affecting the validity or
enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
15. The parties to this Agreement
acknowledge and agree that all liabilities arising
hereunder, whether direct or indirect, and of any
and every nature whatsoever shall be satisfied
solely out of the assets of the Fund and that no
Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for
any of the foregoing liabilities.
16. This Agreement may be executed
simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly
authorized officers and their seal to be hereto
affixed as of the day and year first above written.
SUN
CAPITAL ADVISERS
TRUST
By:______________
______________
Xxxxx
M. A.
Ander
son
Its:
President
SUN
CAPITAL ADVISERS,
INC.
By:______________
______________
Xxxxx
M. A. Xxxxxxxx
Its: President
By:______________
______________
Xxxxx
X. Xxxxx
Its: Senior V.P. & Chief Financial Officer
J:\GC\LAWDEPT\MMurphy2002\Forms\Adviser Agreement -
Xxxxx Small Capitalization.doc
Exhibit A
Fees
SC Xxxxx Small Capitalization Fund
Management Fee as
a percentage
Asset Level of
average daily net assets
All assets 0.85%
1
