INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the 1st day
of October, 2008 by and among Sun Capital Advisers LLC, a Delaware limited
liability company (the "Investment Adviser"), Sun Capital Advisers Trust, a
Delaware statutory trust (the "Trust"), on behalf of its series, SC Ibbotson
Moderate Fund, SC Ibbotson Balanced Fund and SC Ibbotson Growth Fund (each a
“Fund” and collectively the “Funds”), and Ibbotson Associates, Inc., an Illinois
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 each of the Funds is a series of the
Trust;
WHEREAS, the Investment Adviser and the
Subadviser are investment advisers registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”);
WHEREAS, pursuant to the provisions of
the Investment Advisory Agreement dated October 1, 2008 between the Investment
Adviser and the Trust, on behalf of the Funds, 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 Funds 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 Funds and the Subadviser hereby
accepts such appointment. Subject to the supervision of the
Investment Adviser, Subadviser will regularly provide the Funds with investment
advice and investment management services concerning the investments of the
Funds. The Subadviser will determine what securities shall be
purchased, held or sold by the Funds and what portion of the Funds' assets shall
be held uninvested in cash and cash equivalents, subject always to the
provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and
to the investment objectives, policies and restrictions applicable to the Funds
(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 Trust’s Board of Trustees (the “Board” or “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 Funds 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 Funds 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 Trust’s officers and Trustees at least quarterly on due notice
to review the investments and investment program of the Funds 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
Trust’s officers and to each of its Trustees, at the Subadviser's expense,
reports relating to the investment strategies it employs, in such detail as the
Trust or the Investment Adviser may reasonably request.
In addition, the Subadviser will
provide a quarterly certification, in the form provided by the Investment
Adviser from time to time, that the Subadviser has managed the Funds in
accordance with the provisions of this Agreement. The Subadviser
acknowledges and agrees that the Investment Adviser may, in its discretion,
provide such quarterly compliance certifications to the Board. The
Subadviser agrees to correct promptly any failure on its part and to take any
action that the Investment Adviser may reasonably request in connection with any
breach of this Agreement. The Subadviser shall also provide the
officers of the Funds with supporting certifications in connection with such
certifications of the Funds’ financial statements and disclosure controls
pursuant to the Xxxxxxxx-Xxxxx Act.
The Subadviser will cooperate with and
provide reasonable assistance to the Investment Adviser, the Funds’ custodian
and foreign custodians, transfer agent and all other agents and representatives
of the Trust and the Investment Adviser, keep all such persons fully informed as
to such matters as they may reasonably deem necessary to the performance of
their obligations to the Trust, on behalf of the Funds, and the Investment
Adviser, provide prompt responses to reasonable requests made by such persons
and maintain any appropriate interaction with each to promote the exchange of
information.
Unless and until otherwise directed in
writing by the Investment Adviser or the Trust’s officers or Board, the
Subadviser shall prepare and file in consultation with the Investment Adviser or
the Trust’s officers proofs of claim and other documentation on behalf of the
Funds as necessary to permit the Funds to participate in securities class action
suits relating to securities then held or previously held by the
Funds.
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 Funds, 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
Funds, the Subadviser will act solely as investment counsel for such clients and
not in any way on behalf of the Funds. The Subadviser's services to
the Funds 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.
The Subadviser is prohibited from
consulting with any other subadviser to any other series of the Trust concerning
the Funds’ transactions in securities or other assets, except for the purpose of
complying with the conditions of Rule 12d3-1(a) and (b) under the 1940
Act.
2. Risk Profile
Questionnaire. The Subadviser will work with the Investment
Adviser to develop a questionnaire as an education tool that is intended to
assist individual investors in determining a risk profile. Investment
Adviser acknowledges and agrees that Subadviser does not intend the
questionnaire to provide investment advice to individual investors.
3. 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 Funds, including, but not limited to, the following:
the Funds' legal, auditing and accounting expenses; expenses of maintenance of
the Funds's 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 Funds; 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 each Fund’s shares for sale under applicable federal and state
laws; expenses of preparing, setting in print, printing and distributing
prospectuses, reports, notices and dividends to each Fund’s 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 Funds); cost of Funds stationery; costs
of Trustee, shareholder and other meetings of the Trust or Funds (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 Funds;
fees of the Trust's trustees and salaries of any officers or employees of the
Trust or Funds; and the Funds' pro rata portion of premiums on any fidelity bond
and other insurance covering the Trust or Funds and their officers and
trustees.
4. 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 each Fund. The
annual subadvisory fee is expressed as a percent of the average daily net assets
of each Fund as follows:
|
SC
IBBOTSON MODERATE FUND
|
|
|
Asset
Level
|
Fee
Rate
|
|
All
Assets
|
0.08%
|
|
SC
IBBOTSON BALANCED FUND
|
|
|
Asset
Level
|
Fee
Rate
|
|
All
Assets
|
0.08%
|
|
SC
IBBOTSON GROWTH FUND
|
|
|
Asset
Level
|
Fee
Rate
|
|
All
Assets
|
0.08%
|
For any period less than a full fiscal
quarter during which this Agreement is in effect as to a Fund, the fee shall be
prorated according to the proportion which such period bears to a full fiscal
quarter. The Subadviser's fee shall be payable solely by the
Investment Adviser. The Funds shall have no responsibility for such
fee.
For purposes hereof, the value of net
assets of each Fund shall be computed in the manner specified in the Fund’s
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 a Fund’s Prospectus, the net asset
value for purposes of calculating the advisory fee shall be calculated as of the
date last determined.
If at the end of each one year period
since the Funds’ inception date (each a “Minimum Annual Fee Period”), the total
subadvisory fees paid and payable under the fee schedule provided above in this
Section 4 for such Minimum Annual Fee Period are less than the Minimum Annual
Fee set forth below for the relevant Minimum Annual Fee Period, the difference
between the amount of subadvisory fees paid and payable under such schedule and
the Minimum Annual Fee shall be due and payable to the Subadviser no later than
45 days after the end of such Minimum Annual Fee Period.
|
Minimum
Annual Fee Period
|
Minimum
Annual Fee
|
|
Year
1
|
$100,000
|
|
Year
2 and each subsequent year
|
$300,000
|
During the initial Minimum Annual Fee
Period, if this Agreement is in effect with respect to a Fund for less than the
full year, the Investment Adviser will pay the Subadviser the full Minimum
Annual Fee for Year 1. For any subsequent Minimum Annual Fee Period
during which this Agreement is in effect with respect to a Fund for less than a
full year, the Minimum Annual Fee shall be prorated first by assigning one-third
of the applicable minimum amount to each Fund (the “Fund Minimum”) and then,
with respect to each Fund, multiplying such Fund Minimum by a fraction, the
numerator of which is the number of days the Agreement was in effect as to such
Fund during the Minimum Annual Fee Period and the denominator of which is 365,
and then totaling the results, provided, however, that if this Agreement is not
in effect at all during the relevant Minimum Annual Fee Period with respect to a
Fund, the Fund Minimum with respect to such Fund for such period shall be
$0. The Minimum Annual Fee shall be payable solely by the Investment
Adviser. The Funds shall have no responsibility for such
fee.
5. Obligations of the
Investment Adviser.
a. The
Investment Adviser shall provide (or cause the Trust's custodian to provide)
timely information to the Subadviser regarding such matters as the composition
of assets in the Funds, cash requirements and cash available for investment in
the Funds, 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 Funds 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 copies of any financial statements or reports made
by the Funds to their shareholders, and any further materials or information
which the Subadviser may reasonably request to enable it to perform its
functions under this Agreement.
6. Brokerage
Transactions. Subject to the provisions of this Section 6 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 Funds. For investments in
open-end investment companies registered with the Securities and Exchange
Commission other than exchange traded funds (each an “Underlying Fund”), the
Subadviser shall place such orders directly with either the distributor or
transfer agent of the Underlying Fund. For investments in securities
of an issuer other than an Underlying Fund, the Subadviser will have full
discretionary authority to place orders for the purchase and sale of securities
for the account of a 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 Funds 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 a Fund than may result when allocating brokerage (with
respect to transactions in securities of issuers other than Underlying Funds) 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 (other than securities of
Underlying Funds) for a Fund with such certain brokers, subject to applicable
laws and regulations and review by the Investment Adviser and the Trust’s 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.
In connection with purchases or sales
of portfolio securities for the account of the Funds, 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 Funds, except as permitted by applicable law and
with the express written consent of the Trust and the Investment
Adviser.
The Subadviser will advise a Fund’s
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 or distributor or transfer agent, and such other
information as may be reasonably required.
7. 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, a
Fund or its shareholders by reason of: (a) the Subadviser’s 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 Fund’s
prospectus or Statement of Additional Information or any written guidelines or
instruction provided in writing by the Trust’s Board of Trustees or the
Investment Adviser, (b) the Subadviser’s 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 Subadviser’s willful misfeasance, bad faith or gross negligence
in the performance of its duties hereunder or its reckless disregard of its
obligations and duties under this Agreement.
The Subadviser will indemnify and hold
harmless the Investment Adviser, its affiliated persons and the Funds
(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 Subadviser’s 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 gross 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 Investment Adviser's willful misfeasance, bad faith or
gross negligence 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 gross
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.
8. Term and
Termination. This Agreement shall remain in force until
September 30, 2010 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 Funds, 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 Funds, 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 Funds. 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, as to any or all of the Funds, (a) by a
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 as to any or all of the
Funds, by the Subadviser. This Agreement shall automatically
terminate in the event of its assignment.
9. 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.
10. Registration Statement
Information Concerning Subadviser. The Subadviser has reviewed
the Registration Statement of the Trust, relating to the Funds 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 agrees to review the Funds’ Prospectus and
Statement of Additional Information on at least an annual basis in connection
with the Trust’s annual update to its Registration Statement on Form N-1A to
ensure that the description of the Funds’ investment policies and strategies
followed by the Subadviser as described therein is consistent with the policies
and strategies the Subadviser uses or intends to use.
11. Other Representations and
Agreements.
(i) Each
of the parties hereto represents that the Agreement has been duly authorized,
executed and delivered by all required corporate action.
(ii) Each
of the Subadviser and the Investment Adviser represents and warrants that it is
an investment adviser duly registered with the Securities and Exchange
Commission under the Advisers Act and a duly registered investment adviser in
all jurisdictions in which it is required to be so registered, and will continue
to be so registered for so long as this Agreement remains in
effect.
(iii) The
Subadviser represents that it has adopted and implemented and shall maintain
written policies and procedures with respect to its services pursuant to this
Agreement that are reasonably designed to prevent violation of the Federal
Securities Laws (as defined in Rule 38a-1 under the 0000 Xxx) and the Advisers
Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers
Act.
(iv) The
Subadviser represents that it has adopted a written code of ethics that complies
with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the
Advisers Act, which it has provided to the Trust. The Subadviser
represents that it has policies and procedures regarding the detection and
prevention and the misuse of material, nonpublic information, whether concerning
the Funds or otherwise, by the Subadviser and its employees as required by the
Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988.
(v) The
Subadviser agrees to maintain for the term of this Agreement and provide
evidence thereof to the Fund or the Investment Adviser professional liability
(error and omissions) insurance in an amount reasonably acceptable to the
Investment Adviser and the Board.
(vi) The
Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers
Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the
Commodity Exchange Act and the respective rules and regulations thereunder, as
applicable, as well as with respect to all other applicable federal and state
laws, rules, regulations and case law that relate to the services and
relationships described in this Agreement and to the conduct of its business as
a registered investment adviser.
(vii) The
Subadviser agrees to notify in a timely manner the Investment Adviser and the
Trust in writing of the occurrence of any event which could have a material
impact on the performance of its duties under this Agreement, including but not
limited to: (a) the occurrence of any event that could disqualify the Subadviser
from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b)
any material change to the Subadviser’s business activities that could have a
material impact on the performance of its duties under this Agreement; (c) any
event that would constitute a change of control of the Subadviser; (d) any
change in the portfolio manager or portfolio management team; (e) the existence
of any pending or threatened audit, investigation, examination, complaint or
other inquiry (other than routine audits or regulatory examinations or
inspections) relating to the Subadviser’s services to the Fund; and (f) any
material violation of the Subadviser’s code of ethics.
(viii) Each
of the parties to this Agreement agrees to cooperate with each other party to
the extent permitted by applicable laws, regulations or orders in connection
with any investigation or inquiry relating to this Agreement or the
Trust.
12. Confidentiality of Portfolio
Holdings Information. The Subadviser may release portfolio
holdings information with respect to the Funds only: (i) with the
prior written consent of the Trust’s Chief Compliance Officer; provided,
however, that the Subadviser may, without such prior written consent, disclose
portfolio holdings information to the Funds’ Investment Adviser, the Board,
officers, custodian, Funds accounting agent, principal underwriter, auditors and
counsel (collectively, the “Funds’ Service Providers”) solely in connection with
the performance of its advisory duties for the Funds, or if required or
requested by any regulatory authority with jurisdiction, judicial or
administrative process or otherwise by applicable law or regulation; and (ii) if
the release of the portfolio holdings information is in conformity with the
disclosure set forth in the Funds’ currently effective Registration
Statement.
13. Proxy
Voting. The Investment Adviser will vote proxies relating to
the Funds’ portfolio securities. The Investment Adviser will vote all
such proxies in accordance with such proxy voting policies and procedures
adopted by the Trust and applicable to the Funds, including taking action with
respect to corporate action elections for proxies and corporate actions
communicated by a Fund or its agents to the Investment Adviser, with respect to
the securities held by the Fund. The Subadviser agrees that the
Investment Adviser may consult with the Subadviser prior to voting any proxies
that relate to non-routine matters.
14. 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.
15. 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.
16. 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.
17. Independent
Contractor. In the performance of the Subadviser's
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 Funds or
the Investment Adviser in any way or otherwise be deemed to be an agent of the
Trust, the Funds or the Investment Adviser.
18. Notices. Any
notice under this Agreement shall be delivered or mailed to the addresses set
forth below, or such other address as any party may specify in writing to the
others:
If to the Trust or Funds:
One Sun Life Executive
Park
Wellesley,
MA 02481
Attn: President
If to the Investment
Adviser:
Sun Capital Advisers LLC
One Sun Life Executive
Park
Wellesley,
MA 02481
Attn: General
Counsel
If to the Subadviser:
Ibbotson Associates, Inc.
000 X. Xxxxxxxx Xxx., Xxxxx
000
Xxxxxxx, XX 00000
Attn: President
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.
19. Limitation of
Liability. It is understood and expressly stipulated that
neither the holders of shares of the Funds nor the Trustees shall be personally
liable hereunder. All persons dealing with the Funds must look solely
to the property of the Funds for the enforcement of any claims against the
Funds.
::ODMA\PCDOCS\LEGALDOCS\110843\8
20. 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.
By: /s/ Xxxxx X.
Xxxxx
Xxxxx
X. Xxxxx
Its: Treasurer & Chief
Financial Officer
SUN
CAPITAL ADVISERS LLC
By: /s/ Xxxx X.
Xxxxxxxx
Xxxx X. Xxxxxxxx
Its: Senior Managing
Director
By: /s/ Xxxxx X.
Xxxxx
Xxxxx X. Xxxxx
Its: Managing Director &
Chief Financial Officer
IBBOTSON ASSOCIATES, INC.
By: /s/ Xxxx
Xxxx
Its: Xxxx Xxxx,
President
::ODMA\PCDOCS\LEGALDOCS\110843\8
