[_] ADMINISTRATION AGREEMENT
Agreement dated as of , 1998, by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Administrator"), and Sun
Capital Advisers Trust (the "Trust").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Administrator to furnish
certain administrative services to the Trust, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints the Administrator to act as administrator
with respect to the Trust for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Trust will initially consist of the portfolio(s) and/or class(es)
of shares (each an "Investment Fund") listed in Schedule A to this Agreement.
In the event that the Trust establishes one or more additional Investment Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Trust shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Investment Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Investment Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Trust and its
Investment Funds) may be modified with respect to each additional Investment
Fund in writing by the Trust and the Administrator at the time of the addition
of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Trust's Declaration of Trust;
b. The Trust's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act and the Trust's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment Funds and all
amendments and supplements thereto as in effect from time to
time;
c. Certified copies of the resolutions of the Board of Trustees
of the Trust (the "Board") authorizing (1) the Trust to enter
into this Agreement and (2) certain individuals on behalf of the
Trust to (a) give instructions to the Administrator pursuant to
this Agreement and (b) sign checks and pay expenses;
d. A copy of any investment advisory agreements between the
Trust and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted
or threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Administrator that:
a. It is a business trust, duly organized, existing and in good
standing under the laws of the State of Delaware;
b. It has the corporate power and authority under applicable
laws and by its Declaration of Trust and by-laws to enter into
and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the
1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective during
the term of this Agreement;
f. No legal or administrative proceedings have been instituted
or threatened which would impair the Trust's ability to perform
its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Trust or any law or regulation applicable to
it; and
h. As of the close of business on the date of this Agreement,
the Trust is authorized to issue shares of beneficial interest.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Trust and the review
and comment by the Trust's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Trust and the
Administrator:
a. Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted from
time to time by the Board;
b. Oversee the maintenance by the Trust's custodian of certain
books and records of the Trust as required under Rule 31a-1(b) of
the 1940 Act;
c. Prepare the Trust's federal, state and local income tax
returns for review by the Trust's independent accountants and
filing by the Trust's treasurer;
d. Review the calculation and accrual, submit for approval by
officers of the Trust, and arrange for payment of the Trust's
expenses;
e. Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to insurance company separate accounts and
other qualified plans owning shares of the Trust (the "Separate
Accounts") and, at the direction of the Trust, to underlying
variable annuity contract owners or participants ("Contract
Owners") of the Separate Accounts, and arrange for the printing
and dissemination of such reports and communications to Separate
Accounts and, at the direction of the Trust, to Contract Owners;
f. Prepare for review by an officer of and legal counsel for
the Trust the Trust's periodic financial reports required to be
filed with the Securities and Exchange Commission ("SEC") on Form
N-SAR and financial information required by Form N-1A and such
other reports, forms or filings as may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon including reports concerning
the number of shares outstanding, brokerage allocation and the
information required to be presented to the Trust's Board under
Rule 17e-1 of the 1940 Act and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board
concerning the performance of the independent accountants as the
Board may reasonably request;
i. Make such reports and recommendations to the Board
concerning the performance and fees of the Trust's custodian and
transfer and dividend disbursing agent ("Transfer Agent") as the
Board may reasonably request or deems appropriate;
j. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian and Transfer Agent;
k. Consult with the Trust's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing the
accounting policies of the Trust;
l. Respond to, or refer to the Trust's officers or Transfer
Agent, inquiries of the Separate Accounts or Contract Owners
relating to the Trust;
m. Provide periodic testing of portfolios to assist the Trust's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements under Section 817(h) of
Subchapter L and Subchapter M, the requirements of the 1940 Act
and regulations thereunder and Trust prospectus limitations as
may be mutually agreed upon in writing;
n. Review and provide assistance on communications with
Separate Accounts and Contract Owners;
o. Maintain copies of the Trust's charter and by-laws;
p. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Trust
Performance" (which shall also be subject to review by the
Trust's legal counsel);
q. Cooperate and assist the Trust with respect to routine
regulatory examinations and provide copies of reports maintained
by the Administrator in response to such examinations.
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STATE STREET BANK AND TRUST COMPANY
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FUND ADMINISTRATION COMPLEX FEE SCHEDULE
FOR
SUN CAPITAL ADVISERS TRUST
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I. FEES FOR FUND ADMINISTRATION SERVICES:
The following fee schedule is for the Sun Capital Advisers Trust.
Annual Fee
Average Assets Expressed in Basis Points: 1/100 of 1%
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First $75 Million/Fund 8.00
Second $75 Million/Fund 6.00
Third $75 Million/Fund 4.00
Thereafter 2.00
Minimum/Fund $57,500
The minimum fee per fund will be applied at the rate of 1/12th in month one
($399/fund), 2/12ths in month two increasing incrementally per month until
the full minimum is in effect in mouth twelve.
Fund Fees:
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Fees will be calculated by multiplying each Avenge Asset Break Point in the
above schedule by the number of Funds in each series to determine the break
points used in the schedule. Total net assets of all Funds in each series
will be used to calculate the fee by multiplying the net assets of the
Funds by the basis point fees in the above schedule. The minimum will be
calculated by multiplying the minimum fee by the number of Funds in each
series to arrive at the total minimum fee. The greater of the basis points
or the minimum will be accrued to each Fund based on the prorata total net
asset value of each Fund in the series.
Administration services include Treasurer's office support, Financial
Reporting, Compliance and Tax Reporting.
II. Multiple Classes of Shares
An additional $10,000 annual fee will be applied for each class of shares,
excluding the initial class of shares, if more than one class of shares is
operational in a Fund.
III. OUT OF POCKET EXPENSES - Include, But May Not Be Limited To:
. Audit fees and other professional fees
. Printing for shareholder reports and SEC filings
. Postage
. Supplies related to Fund records
. Travel and lodging for Board and Operations meetings
. Preparation of financial statements other than Annual and Semi-Annual
Reporting, $3,000 per financial report.
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Trust such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in the Fee Schedule to this Agreement. The fees are
accrued daily and billed monthly and shall be due and payable upon receipt of
the invoice. In the event this Agreement commences or terminates other than on
the first or last day respectively of any month, the fee for services performed
for part of the month shall be prorated according to the proportion which such
part bears to the full monthly period. In addition, the Trust shall reimburse
the Administrator for its out-of-pocket costs incurred in connection with this
Agreement.
The Trust agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Trust through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Trust's behalf, in each instance at the
Trust's request or with the Trust's consent.
The Trust will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses of the Trust to be
borne by the Trust, include, but are not limited to: organizational expenses;
cost of services of its independent accountants and its outside legal and tax
counsel (including such counsel's review of the Trust's registration statement,
proxy materials, federal and state tax qualification as a regulated investment
company and any reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Trust directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Trust; investment advisory fees; taxes, insurance premiums
and other fees and expenses applicable to its operation; costs incidental to any
meetings of shareholders including, but not limited to, legal and accounting
fees, proxy filing fees and the
out-of-pocket costs of preparation, printing and mailing of any proxy materials;
costs incidental to Board meetings, including fees and expenses of Board
members; the salary and expenses of any officer, director\trustee or employee of
the Trust; out-of-pocket costs incidental to the preparation, printing and
distribution of the Trust's registration statements and any amendments thereto
and shareholder reports; cost of typesetting and printing of prospectuses; out-
of-pocket cost of preparation and filing of the Trust's tax returns, Form N-1A
or N-2 and Form N-SAR, and all notices, registrations and amendments associated
with applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; the Trust's fidelity bond and directors' and officers' liability insurance
premiums; and cost of independent pricing services used in computing the Trust's
net asset value.
The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Trust for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Trust
for instructions and may consult with its own legal counsel or outside counsel
for the Trust or the independent accountants for the Trust at the expense of the
Trust, with respect to any matter arising in connection with the services to be
performed by the Administrator under this Agreement. The Administrator shall
not be liable, and shall be indemnified by the Trust, for any action taken or
omitted by it in good faith in reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been signed
by the proper person or persons. The Administrator shall not be held to have
notice of any change of authority of any person until receipt of written notice
thereof from the Trust. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall
have no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless solely caused by or resulting from the negligence or willful misconduct
of the Administrator, its officers or employees. The Administrator shall not be
liable for any special, indirect, incidental, or consequential damages of any
kind whatsoever (including, without limitation, attorneys' fees) under any
provision of this Agreement or for any such damages arising out of any act or
failure to act hereunder. In any event, the Administrator's liability under
this Agreement shall be limited to two times its total annual compensation
earned and fees paid under this Agreement and the Custodian Agreement between
the Trust and State Street Bank and Trust Company during the preceding twelve
months for any liability or loss suffered by the Trust including, but not
limited to, any liability relating to qualification of the Trust as a regulated
investment company or any liability relating to the Trust's compliance with any
federal or state tax or securities statute, regulation or ruling.
The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement to the extent
arising out of or caused, directly or indirectly, by circumstances reasonably
beyond its control, including without limitation, work stoppage, power or other
mechanical failure, natural disaster, governmental action or communication
disruption.
The Trust shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Trust, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own negligence or willful misconduct.
The Administrator shall indemnify and hold harmless the Trust, its
investment adviser and their respective officers, directors, trustees and
shareholders from all loss, cost, damage and expense, including reasonable fees
and expenses for counsel, incurred or suffered by any of them to the extent
resulting from any negligence or willful misconduct of the Administrator, its
officers or employees; provided, however, that the Administrator shall not be
required to provide indemnification for any special, indirect, incidental, or
consequential damages of any kind. In the event that the Administrator is
required to provide indemnification under this Section 8, its liability shall be
subject to the same overall limit set forth above (i.e., two times its total
annual compensation earned and fees paid under this Agreement and the Custodian
Agreement between the Trust and State Street Bank and Trust Company during the
preceding twelve months.)
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Trust.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
Except to the extent otherwise provided herein, the Trust assumes full
responsibility for complying with all securities, tax, commodities and other
laws, rules and regulations applicable to it.
The Administrator agrees to create and maintain such records relating
to its obligations hereunder as are required by the 1940 Act. The Administrator
agrees that all records which it maintains for the Trust shall at all times
remain the property of the Trust, shall be readily accessible during normal
business hours, and shall be promptly surrendered upon the termination of the
Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Trust pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Trust are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect for a period of two years from the
effective date and shall automatically continue in full force and effect after
such initial term unless either party terminates this Agreement in its entirety
or as to any Investment Fund by written notice to the other party at least sixty
(60) days prior to the expiration of the initial term. Either party may
terminate this Agreement in its entirety or as to any Investment Fund at any
time after the initial term upon at least sixty (60) days' prior written notice
to the other party. Not withstanding the foregoing, the Trust may terminate this
Agreement at any time upon sixty (60) days' written notice to the Administrator
in the event of a material breach of the Administrator's obligations hereunder,
which breach, if able to be cured, has not been cured by the expiration of such
sixty (60) day period, or in the event any of the representations or warranties
of the Administrator should no longer be true and accurate. Termination of this
Agreement with respect to any given Investment Fund shall in no way affect the
continued validity of this Agreement with respect to any other Investment Fund.
Upon termination of this Agreement, the Trust shall pay to the Administrator
such compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination. This Agreement may be modified or
amended from time to time by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Trust: Sun Capital Advisers Trust, One Sun Life Executive Park, SC 3527,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇, fax: ; if to the
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Administrator: State Street Bank and Trust Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Fund Administration Legal Department,
fax: ▇▇▇-▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the Administrator
may assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Trust and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed
by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. REPRODUCTION OF DOCUMENTS
THIS AGREEMENT AND ALL SCHEDULES, EXHIBITS, ATTACHMENTS AND AMENDMENTS
HERETO MAY BE REPRODUCED BY ANY PHOTOGRAPHIC, PHOTOSTATIC, MICROFILM, MICRO-
CARD, MINIATURE PHOTOGRAPHIC OR OTHER SIMILAR PROCESS. THE PARTIES HERETO
ALL/EACH AGREE THAT ANY SUCH REPRODUCTION SHALL BE ADMISSIBLE IN EVIDENCE AS THE
ORIGINAL ITSELF IN ANY JUDICIAL OR ADMINISTRATIVE PROCEEDING, WHETHER OR NOT THE
ORIGINAL IS IN EXISTENCE AND WHETHER OR NOT SUCH REPRODUCTION WAS MADE BY A
PARTY IN THE REGULAR COURSE OF BUSINESS, AND THAT ANY ENLARGEMENT, FACSIMILE OR
FURTHER REPRODUCTION OF SUCH REPRODUCTION SHALL LIKEWISE BE ADMISSIBLE IN
EVIDENCE.
21. YEAR 2000
The Administrator will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available state of
the art technology to offer products that are Year 2000 compliant, including but
not limited to, century recognition of dates, calculations that correctly
compute same century and multi-century formulas and date values, and interface
values that reflect the date issues arising between now and the next one hundred
years. If any changes are required, the Administrator will make the changes to
its products at no cost to the Trust and in a commercially reasonable time frame
and will require third-party suppliers to do likewise.
22. DECLARATION OF TRUST
A copy of the Trust's Declaration of Trust is on file with the
Secretary of State of The State of Delaware, and notice is hereby given that
this Agreement has been executed on behalf of the Trust by an officer of the
trust in such capacity and not individually. It is agreed that obligations of
the Trust hereunder shall not be binding personally upon any of the Trustees,
shareholders, officers, agents or employees of the Trust, but shall bind only
the trust property of the Trust as provided in the Declaration of Trust. No
Investment Fund of the Trust shall be liable for the obligations of any other
Investment Fund of the Trust. No obligations of the Trust that relate to a
particular Investment Fund shall be attributable to or affect any other
Investment Fund of the Trust but shall only relate to the particular Investment
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
SUN CAPITAL ADVISERS TRUST
By:
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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SUN CAPITAL ADVISERS TRUST
ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
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Sun Capital Real Estate Fund Indefinite Number
Sun Capital Investment Grade Bond Fund Indefinite Number
Sun Capital Money Market Fund Indefinite Number
