INVESTMENT ADVISORY AGREEMENT
THIS
AGREEMENT dated this 1st
day of
May, 2006 between Sun Capital Advisers Trust, a Delaware business trust (the
"Trust"), and Sun Capital Advisers LLC, a Delaware limited liability company
(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
FI
Large Cap Growth 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.
7
(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 state-ments 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 gross 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
as
to a Fund until December 31, 2007 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.
7
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized officers as of the day and year first above
written.
By:
/s/
XXXXX M.A. XXXXXXXX
Xxxxx
M.
A. Xxxxxxxx
President
SUN
CAPITAL ADVISERS LLC
By:
/s/
XXXXX X. XXXXX
Xxxxx
X.
Xxxxx
Chief
Financial Officer
By:/s/
XXXXX X. XXXXXX
Xxxxx
X.
Xxxxxx
Secretary
::ODMA\PCDOCS\LEGALDOCS\43638\3
7
Exhibit
A
Fees
SC
FI
Large Cap Value Fund
Management
Fee as a percentage
Asset
Level of
average daily net assets
0.75% $0
to
$750 million
0.70% over
$750
million
