INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the 1st day of April 2002
by and among Sun Capital Advisers, Inc., a Delaware
corporation (the Investment Adviser), Sun Capital
Advisers Trust, a Delaware business trust (the Trust),
on behalf of its series, SC Xxxxx Small Capitalization
Fund (the Fund), and Xxxx Xxxxx Management Inc., a New
York corporation (the Subadviser).
WHEREAS, the Trust is an open-end, management
investment company, registered under the Investment
Company Act of 1940, as amended (the 1940 Act), and
the Fund is a series of the Trust;
WHEREAS, the Investment Adviser and the
Subadviser are investment advisers registered under
the Investment Advisers Act of 1940;
WHEREAS, pursuant to the provisions of the
Investment Advisory Agreement dated April 1, 2002
between the Investment Adviser and the Trust, on
behalf of the Fund, the Investment Adviser may
delegate any or all of its portfolio management
responsibilities under that agreement to one or more
subadvisers;
WHEREAS, the Investment Adviser has selected the
Subadviser to act as a sub-investment adviser of the
Fund and to provide certain other services, as more
fully set forth below, and the Subadviser is willing
to act as such sub-investment adviser and to perform
such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, the Investment Adviser, the
Trust and the Subadviser agree as follows:
1. Investment Advisory and Management
Services. The Investment Adviser hereby appoints the
Subadviser to serve as subadviser to the Fund and the
Subadviser hereby accepts such appointment. Subject
to the supervision of the Investment Adviser,
Subadviser will regularly provide the Fund with
investment advice and investment management services
concerning the investments of the Fund. The
Subadviser will determine what securities shall be
purchased, held or sold by the Fund and what portion
of the Funds assets shall be held uninvested in cash
and cash equivalents, subject always to the provisions
of the Trusts Declaration of Trust and By-laws and the
1940 Act, and to the investment objectives, policies
and restrictions applicable to the Fund (including,
without limitation, the requirements of Subchapters L
and M of the Internal Revenue Code of 1986, as
amended) (the Code), as each of the same shall be from
time to time in effect or set forth in the Funds
Prospectus and Statement of Additional Information, as
well as any other investment guidelines or policies
the Board of Trustees or the Investment Adviser may
from time to time establish and deliver in writing to
the Subadviser.
To carry out such determinations the Subadviser
will exercise full discretion, subject to the
preceding paragraph, and act for the Fund in the same
manner and with the same force and effect as the Trust
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. Notwithstanding the foregoing,
the Subadviser shall, upon written instructions from
the Investment Adviser, effect such portfolio
transactions for the Fund as the Investment Adviser
may from time to time direct. Such instructions will
be given in reasonable circumstances, including,
without limitation, any termination of this Agreement.
The Subadviser will also make its officers and
employees available to meet with the officers of the
Investment Adviser and the Trusts officers and
Trustees at least quarterly on due notice to review
the investments and investment program of the Fund in
the light of current and prospective economic and
market conditions. From time to time as the Board of
Trustees of the Trust or the Investment Adviser may
reasonably request, the Subadviser will furnish to the
Investment Adviser and Trusts officers and to each of
its Trustees, at the Subadvisers expense, reports on
portfolio transactions and reports on issues of
securities held by the Fund, all in such detail as the
Trust or the Investment Adviser may reasonably
request.
The Subadviser shall maintain all books and
records required by Rule 31a-1 under the 1940 Act
relating to its responsibilities provided hereunder
with respect to the Fund, and shall preserve such
records for the periods and in a manner prescribed by
Rule 31a-2 under the 1940 Act. The Subadviser shall
permit the Investment Adviser, the Funds officers and
its independent public accountants to inspect and
audit such records at reasonable times during normal
business hours upon due notice.
If any occasion should arise in which the
Subadviser gives any advice to its clients concerning
the shares of the Fund, the Subadviser will act solely
as investment counsel for such clients and not in any
way on behalf of the Fund. The Subadvisers services
to the Fund pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that the
Subadviser may render investment advice, management
and other services to others.
2. Expenses. The Subadviser will bear its
own costs of providing services hereunder. The
Subadviser will not be responsible for expenses of the
Investment Adviser or the Fund, including, but not
limited to, the following: the Funds legal, auditing
and accounting expenses; expenses of maintenance of
the Funds books and records other than those required
to be maintained by the Subadviser, including
computation of the Funds daily net asset value per
share and dividends; interest, taxes, governmental
fees and membership dues incurred by the Fund; fees of
the Funds custodian, transfer agent, registrar or
other agents; expenses of preparing the Funds share
certificates; expenses relating to the redemption or
repurchase of the Funds shares; expenses of
registering and qualifying Fund shares for sale under
applicable federal and state laws; expenses of
preparing, setting in print, printing and distributing
prospectuses, reports, notices and dividends to Fund
investors (except that the Subadviser will be
responsible for costs associated with supplements to
such documents and all regulatory filing requirements
necessitated by a change of control of the Subadviser
or any change in the portfolio manager or managers
assigned by the Subadviser to manage the Fund); cost
of Fund stationery; costs of Trustee, shareholder and
other meetings of the Trust or Fund (except that the
Subadviser will be responsible for costs associated
with any shareholder meeting, or any information
statement prepared and distributed in lieu of a
shareholder meeting, necessitated by a change of
control of the Subadviser); traveling expenses of
officers, trustees and employees of the Trust or Fund;
fees of the Trusts trustees and salaries of any
officers or employees of the Trust or Fund; and the
Funds pro rata portion of premiums on any fidelity
bond and other insurance covering the Trust or Fund
and their officers and trustees.
3. Compensation of Subadviser. As
compensation for all investment advisory and
management services to be rendered hereunder, the
Investment Adviser will pay the Subadviser an annual
fee, computed daily and paid quarterly in arrears,
which varies in accordance with the net asset value of
the Fund. The annual subadvisory fee is expressed as
a percent of the average daily net assets of the Fund
as follows:
ASSET LEVEL FEE
RATE
$0 to $100 million 0.500%
above $100 million to $250 million 0.475%
above $250 million to $500 million 0.450%
over $500 million 0.425%
For any period less than a full fiscal quarter
during which this Agreement is in effect, the fee
shall be prorated according to the proportion which
such period bears to a full fiscal quarter. The
Subadvisers fee shall be payable solely by the
Investment Adviser. The Fund shall have no
responsibility for such fee.
For purposes hereof, the value of net assets of
the Fund shall be computed in the manner specified in
the Funds Prospectus and Statement of Additional
Information for the computation of the value of the
net assets of the Fund in connection with the
determination of net asset value of its shares. On
any day that the net asset value determination is
suspended as specified in the Funds Prospectus, the
net asset value for purposes of calculating the
advisory fee shall be calculated as of the date last
determined.
4. Obligations of the Investment Adviser.
a. The Investment Adviser shall provide
(or cause the Trusts custodian to provide) timely
information to the Subadviser regarding such matters
as the composition of assets in the Fund, cash
requirements and cash available for investment in the
Fund, and all other information as may be reasonably
necessary for the Subadviser to perform its
responsibilities hereunder.
b. The Investment Adviser has furnished
the Subadviser a copy of the prospectus and statement
of additional information of the Fund and agrees
during the continuance of this Agreement to furnish
the Subadviser copies of any revisions or supplements
thereto at, or, if practicable, before the time the
revisions or supplements become effective. The
Investment Adviser agrees to furnish the Subadviser
with minutes of meetings of the Trustees of the Trust
applicable to the Fund to the extent they may affect
the duties of the Subadviser, and with copies of any
financial statements or reports made by the Fund to
its shareholders, and any further materials or
information which the Subadviser may reasonably
request to enable it to perform its functions under
this Agreement.
5. Brokerage Transactions. Subject to the
provisions of this Section 5 and absent instructions
from the Investment Adviser or the Trust, the
Subadviser will have full discretionary authority to
place orders for the purchase and sale of securities
for the account of the Fund with such brokers or
dealers as it may select. In the selection of such
brokers or dealers and the placing of such orders, the
Subadviser is directed at all times to seek for the
Fund the most favorable execution and net price
available. It is also understood, however, that it is
desirable for the Fund that the Subadviser have access
to supplemental investment and market research and
security and economic analyses provided by certain
brokers who may execute brokerage transactions at
higher commissions to the Fund than may result when
allocating brokerage to other brokers solely on the
basis of seeking the most favorable price and
efficient execution. Therefore, the Subadviser is
authorized to place orders for the purchase and sale
of securities for the Fund with such certain brokers,
subject to applicable laws and regulations and review
by the Investment Adviser and the Trusts Board of
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 Subadviser in connection with its
services to other clients.
On occasions when the Subadviser deems the
purchase or sale of a security to be in the best
interests of the Fund as well as other clients of the
Subadviser, the Subadviser, to the extent permitted by
applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be
sold or purchased in order to obtain the most
favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of
securities so sold or purchased, as well as the
expenses incurred in the transaction, will be made by
the Subadviser in the manner the Subadviser considers
to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other
clients. The Subadviser will report on such
allocations at the request of the Investment Adviser,
the Fund or the Trusts Board of Trustees, providing
such information as the number of aggregated trades to
which the Fund was a party, the broker(s) to whom such
trades were directed and the basis of the allocation
for the aggregated trades. Subject to the foregoing
provisions of this Section 5 and at the direction of
the Investment Adviser or the Trust, the Subadviser
may also consider sales of Fund shares as a factor in
the selection of brokers or dealers for a Funds
portfolio transactions.
In connection with purchases or sales of
portfolio securities for the account of the Fund,
neither the Subadviser nor any of its affiliated
persons, will act as a principal or agent or receive
directly or indirectly any compensation in connection
with the purchase or sale of investment securities by
the Fund, except as permitted by applicable law and
with the express written consent of the Trust and the
Investment Adviser.
The Subadviser will advise the Funds custodian
and the Investment Adviser on a prompt basis of each
purchase and sale of a portfolio security, specifying
the name of the issuer, the description and amount or
number of shares of the security purchased or sold,
the market price, commission and gross or net price,
trade date, settlement date and identity of the
effecting broker or dealer, and such other information
as may be reasonably required.
6. Standard of Care and Liability of
Subadviser. The Subadviser will not be liable 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
Subadviser, 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, if such
recommendation shall have been made and such other
individual, firm, or corporation shall have been
selected, with due care and in good faith; but nothing
herein contained will be construed to protect the
Subadviser against any liability to the Investment
Adviser, the Fund or its shareholders by reason of:
(a) the Subadvisers causing the Fund to be in
violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction
set forth in the Funds prospectus or Statement of
Additional Information or any written guidelines or
instruction provided in writing by the Trusts Board of
Trustees or the Investment Adviser, (b) the
Subadvisers causing the Fund to fail to satisfy the
diversification requirements of 817(h) of Subchapter
L of the Code, or the diversification or source of
income requirements of Subchapter M of the Code, or
(c) the Subadvisers willful misfeasance, bad faith or
negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations
and duties under this Agreement. Notwithstanding the
foregoing, the Subadviser shall not be liable to the
Investment Adviser, the Fund or its shareholders for
any losses that may be sustained as a result of delays
in or inaccuracy of information about the Fund
provided to the Subadviser by or on behalf of the
Investment Adviser or the Funds custodian.
The Subadviser will indemnify and hold harmless
the Investment Adviser, its affiliated persons and the
Fund (collectively, the Indemnified Persons) to the
fullest extent permitted by law against any and all
loss, damage, judgments, fines, amounts paid in
settlement and attorneys fees incurred by any
Indemnified Person to the extent resulting, in whole
or in part, from any of the Subadvisers acts or
omissions specified in (a), (b) or (c) above, any
breach of any duty or warranty hereunder of the
Subadviser or any inaccuracy of any representation of
the Subadviser made hereunder, provided, however, that
nothing herein contained will provide indemnity to any
Indemnified Person for liability resulting from its
own willful misfeasance, bad faith, or negligence in
the performance of its duties or reckless disregard of
such duties.
The Investment Adviser shall indemnify and hold
harmless the Subadviser to the fullest extent
permitted by law against any and all loss, damage,
judgments, fines, amounts paid in settlement and
attorneys fees incurred by the Subadviser to the
extent resulting, in whole or in part, from (x) the
Advisers willful misfeasance, bad faith or negligence
generally in the performance of its duties hereunder
or its reckless disregard of its obligations and
duties under this Agreement and (y) any breach of any
duty or warranty hereunder of the Investment Adviser
or any inaccuracy of any representation of the
Investment Adviser made hereunder, provided, however,
that nothing herein contained will provide indemnity
to the Subadviser for liability resulting from its own
willful misfeasance, bad faith, or negligence in the
performance of its duties or reckless disregard of
such duties.
Neither the Investment Adviser nor the
Subadviser shall be obligated to make any
indemnification payment in respect of any settlement
as to which it has not been notified and consented,
such consent not to be unreasonably withheld.
7. Term and Termination. This Agreement
shall remain in force until March 31, 2004 and from
year to year thereafter, but only so long as such
continuance, and the continuance of the Investment
Adviser as investment adviser of the Fund, is
specifically approved at least annually by the vote of
a majority of the Trustees who are not interested
persons of the Subadviser or the Investment Adviser of
the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by a vote of
the Board of Trustees or of a majority of the
outstanding voting securities of the Fund. The
aforesaid requirement that continuance of this
Agreement be specifically approved at least annually
shall be construed in a manner consistent with the
1940 Act and the rules and regulations thereunder.
This Agreement may, upon 60 days written notice to the
Subadviser, be terminated at any time without the
payment of any penalty, (a) by the Fund, by the Board
of Trustees or by vote of a majority of the
outstanding voting securities of the Fund, or (b) by
the Investment Adviser. This Agreement may, upon 120
days written notice to the Trust and the Investment
Adviser, be terminated at any time, without payment of
any penalty, by the Subadviser. This Agreement shall
automatically terminate in the event of its
assignment.
8. Interpretation of Terms; Captions. In
interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(including specifically the definitions of interested
person, affiliated person, assignment, control and
vote of a majority of the outstanding voting
securities), shall be applied, subject, however, to
such exemptions as may be granted by the Securities
and Exchange Commission by any rule, regulation or
order. Captions used herein are for reference only
and shall not limit or otherwise affect the meaning of
any provision of this Agreement.
9. Registration Statement Information
Concerning Subadviser. The Subadviser has reviewed
the Registration Statement of the Trust, relating to
the Fund as filed with the Securities and Exchange
Commission and represents and warrants that with
respect to disclosure about the Subadviser or
information relating directly or indirectly to the
Subadviser, such Registration Statement contains, on
or after the effective date thereof, no untrue
statement of any material fact and does not omit any
statement of material fact which was required to be
stated therein or necessary to make the statements
contained therein not misleading. The Subadviser
further represents and warrants that it is an
investment adviser registered under the 1940 Act.
10. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts, except to the
extent in conflict with U.S. federal law, in which
event U.S. federal law will control.
11. Entire Agreement; Amendments. 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 or pursuant
to applicable orders or interpretations of the
Securities and Exchange Commission.
12. Severability. 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.
13. Independent Contractor. In the
performance of the Subadvisers duties hereunder, the
Subadviser is and shall be an independent contractor
and except as otherwise expressly provided herein or
otherwise authorized in writing, shall have no
authority to act for or represent the Trust, the Fund
or the Investment Adviser in any way or otherwise be
deemed to be an agent of the Trust, the Fund or the
Investment Adviser.
14. Notices. Any notice under this Agreement
shall be delivered, mailed or faxed to the addresses
or fax numbers set forth below, as the case may be, or
such other address or number as any party may specify
in writing to the others:
If to the Trust or Fund:
Sun Capital Advisers Trust
One Sun Life Executive Park
Wellesley, MA 02481
Attn: Xxxxx M. A. Xxxxxxxx,
President
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Investment Adviser:
Sun Capital Advisers, Inc.
One Sun Life Executive Park
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx, Senior Vice
President & Chief Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Subadviser:
Xxxx Xxxxx Management, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
If delivered, such notices shall be deemed given upon
receipt by the other party or parties. If mailed,
such notices shall be deemed given seven (7) days
after being mailed. If faxed, notices shall be deemed
given on the next business day after confirmed
transmission to the correct fax number.
15. Limitation of Liability. It is understood
and expressly stipulated that neither the holders of
shares of the Fund nor the Trustees shall be
personally liable hereunder. All persons dealing with
the Fund must look solely to the property of the Fund
for the enforcement of any claims against the Fund.
16. Execution in Counterparts. 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 duly executed as of the day and
year first written above.
SUN CAPITAL ADVISERS
TRUST
By:
Xxxxx M. A.
Xxxxxxxx
Its: President
SUN CAPITAL ADVISERS,
INC.
By:
Xxxxx M. A.
Xxxxxxxx
Its: President
By:
Xxxxx X. Xxxxx
Its: Senior V.P. &
Chief Financial Officer
XXXX XXXXX MANAGEMENT,
INC.
By:
Xxxxxxx X. Xxxx
Its: Executive Vice
President
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Xxxxx Small Capitalization.doc
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