Exhibit(e)(1)
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this __ day of _____________ 2004, by
and between Sun Capital Advisers Trust (the "Trust"), a Delaware statutory
trust, on behalf of each of its series (each, a "Fund" and collectively, the
"Funds"), and Clarendon Insurance Agency, Inc., a Massachusetts corporation (the
"Underwriter")
WITNESSETH
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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 has filed a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering shares of beneficial interest for public offering under the
Securities Act of 1933, as amended;
WHEREAS, the Trust may sell Fund shares to life insurance company separate
accounts that issue variable annuity contracts and variable life insurance
policies (the "Variable Contracts") and to certain tax-qualified retirement
plans (the "Eligible Investors");
WHEREAS, the Underwriter is registered as a broker-dealer with the
Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale of the shares of beneficial interest of the securities of each Fund of
the Trust and any future series which the Trustees may establish from time to
time; and
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Underwriter do hereby agree as follows:
1. The Trust hereby appoints the Underwriter to serve as the principal
underwriter and general distributor of shares of beneficial interest of each
lass of each Fund of the Trust set forth on Schedule A and any other series of
the Trust as the parties may agree from time to time (the "Shares") offered for
sale to Eligible Investors.
2. The Underwriter shall offer Shares at an offering price based upon the
net asset value of the Shares, to be calculated for each class of Shares as
described in the Registration Statement, including the Prospectus(es), filed
with the Commission and in effect at the time of the offering, plus any sales
charges as approved by the Underwriter and the Trustees of the Trust and as
further outlined in the Trust's Prospectus(es).
3. The Underwriter covenants and agrees that, in selling Shares, it will
use its best efforts in all respects duly to conform with the requirements of
all state and federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD")
relating to the sale of Shares. The Underwriter further covenants and agrees
that it will indemnify and hold harmless the Trust and each of its Trustees and
officers and any controlling person of the Trust, against any loss, liability,
damages, claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of any
person's acquiring any Shares, which may be based upon the Act or any other
statute or common law, on account of any wrongful act of the Underwriter or any
of its employees (including any failure to conform with any requirement of any
state or federal law or the Rules of Fair Practice of the NASD relating to the
sale of Shares).
4. This Agreement will remain in effect for an initial term of two years
after its effective date. After the initial two-year term, this Agreement shall
terminate on any anniversary hereof if its terms and renewal have not been
approved by a majority vote of the Trustees of the Trust voting in person,
including a majority of its Trustees who are not "interested persons" of the
Trust and who have no direct or indirect financial interest in the operation of
the Underwriting Agreement (the "Qualified Trustees"), at a meeting of Trustees
called for the purpose of voting on such approval. This Agreement may also be
terminated at any time, without payment of any penalty, by the Trust on 60 days'
written notice to the Underwriter, or by the Underwriter upon similar notice to
the Trust. This Agreement may also be terminated by a party upon five (5) days'
written notice to the other party in the event that the Commission has issued an
order or obtained an injunction or other court order suspending effectiveness of
the Registration Statement covering the Shares. Finally, this Agreement may also
be terminated by the Trust upon five (5) days' written notice to the Underwriter
provided either of the following events has occurred: (i) the NASD has expelled
the Underwriter or suspended its membership in that organization; or (ii) the
qualification, registration, license or right of the Underwriter to sell Shares
in a particular state has been suspended or cancelled in a state in which sales
of Shares during the most recent 12-month period exceeded 10% of all Shares sold
by the Underwriter during such period.
5. No compensation will be paid to the Underwriter for its services as a
principal underwriter under this Agreement. With respect to any future class of
Shares, the Underwriter shall be entitled to such consideration as the Trust and
the Underwriter shall agree at the time such class of Shares is established.
6. Nothing contained herein shall relieve the Trust of any obligation
under its management contract or any other contract with any affiliate of the
Underwriter.
7. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, of any nature
whatsoever, including without limitation, liabilities arising in connection with
any agreement of the Trust or its Trustees as set forth herein to indemnify any
party to this Agreement or any other person, if any, shall be satisfied out of
the assets of the Trust and that no Trustee, officer or holder of Shares shall
be personally liable for any of the foregoing liabilities. Notwithstanding the
foregoing, the obligations of any Fund shall only bind the assets of the Trust
belonging to such Fund. No Fund shall be liable for the obligations of any other
Fund. The Trust's Agreement and Declaration of
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Trust describes in detail the respective responsibilities and limitations on
liability of the Trustees, officers and holders of Shares.
8. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
9. In the event of any dispute between the parties, this Agreement shall
be construed according to the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers and their seals to be hereto affixed
as of the day and year first above written.
ATTEST: SUN CAPITAL ADVISERS TRUST,
on behalf of each series
listed on Schedule A,
By: By:
----------------------------------- -------------------------------------
Secretary Vice President
ATTEST: CLARENDON INSURANCE AGENCY, INC.
By: By:
----------------------------------- -------------------------------------
For Clerk For President
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Schedule A
Sun Capital All Cap Fund
Sun Capital Investment Grade Bond Fund
Sun Capital Real Estate Fund
Sun Capital Money Market Fund
SC Xxxxx SC Xxxxx Growth Fund
SC Xxxxx Income & Growth Fund
SC Xxxxx Small Capitalization Fund
SC Xxxxx Financial Fund
SC Xxxxx Venture Value Fund
SC Xxxxxxxxx Xxxxxx Mid Cap Growth Fund
SC Xxxxxxxxx Xxxxxx Mid Cap Value Fund
SC Value Equity Fund
SC Value Managed Fund
SC Value Mid Cap Fund
SC Value Small Cap Fund
SC Blue Chip Mid Cap Fund
SC Investors Foundation Fund
SC Select Equity Fund
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