INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
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 BlackRock
Inflation Protected Bond Fund (the “Fund”), and BlackRock Financial Management,
Inc., a Delaware 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 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 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 Fund's 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 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 Fund’s 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 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 be
subject to and comply with, written instructions from the Investment Adviser
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 as reasonably requested 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
Trust’s officers and to each of its Trustees, at the Subadviser's 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 will keep the Trust’s officers and the Investment Adviser informed of
developments materially affecting the Fund’s holdings, and will, on its own
initiative, furnish the Trust’s officers and the Investment Adviser from time to
time with such information. Upon request of the Investment Adviser,
the Subadviser will provide reasonable assistance to the Investment Adviser, the
Trust’s valuation committee and the Fund’s pricing agent in their determinations
of the fair value of such portfolio securities in accordance with the Trust’s
valuation procedures; provided, however, that the parties acknowledge that the
Subadviser is not the fund accounting agent for the Fund and is not responsible
and shall have no liability for pricing determinations or calculations, and any
information provided pursuant to this paragraph by Subadviser will be provided
for information purposes only.
The Subadviser will manage the Fund in
accordance with the provisions of this Agreement and 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. 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 Fund in accordance with the terms 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 shall also provide the officers of the
Fund with supporting certifications in connection with such certifications of
the Fund’s 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 Fund’s custodian
and all other agents and representatives of the Trust that reasonably request
the assistance of the Subadviser and provide prompt responses to reasonable
requests made by such persons and maintain any appropriate interaction with each
to promote the exchange of information. In addition, the Subadviser
shall keep the Investment Adviser, the Fund’s custodian and all other agents and
representatives of the Trust (but only to the extent the Subadviser has
knowledge of such agents and representatives) informed as to such matters as the
Subadviser reasonably deems necessary for them to perform their obligations to
the Trust, on behalf of the Fund. This paragraph shall in no way be
read to expand those obligations of the Subadviser set forth in the second
sentence of the fourth paragraph of this Section 1.
Unless and until otherwise directed in
writing by the Investment Adviser or the Trust’s officers or Board, the
Subadviser will be responsible for voting all proxies, including taking action
with respect to corporate action elections for proxies and corporate actions
communicated by the Fund or its agents to the Subadviser, with respect to the
securities held by the Fund.
The
Subadviser shall have no power, authority, responsibility, or obligation
hereunder to take any action with regard to any claim or potential claim in any
bankruptcy proceedings, class action securities litigation, or other litigation
or proceeding affecting securities held at any time in the Fund, including,
without limitation, to file proofs of claim or other documents related to such
proceedings (the “Litigation”), or to investigate, initiate, supervise, or
monitor the Litigation involving Fund assets, and the Investment Adviser
acknowledges and agrees that no such power, authority, responsibility or
obligation is delegated hereunder. Nevertheless, the Subadviser
agrees that it shall provide the Investment Adviser with any and all
documentation or information relating to the Litigation as may reasonably be
requested by the Investment Adviser.
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
Fund's 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 Subadviser's 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. The Investment Adviser acknowledges that the
Subadviser and its affiliates and the Subadviser’s other clients may at any
time, have, acquire, increase, decrease or dispose of positions in the same
investments which are not at the same time being held, acquired for or disposed
of under this Agreement for the Fund. The Subadviser shall have no
obligation to acquire or dispose of a position in any investment pursuant to
this Agreement simply because the Subadviser, its directors, members, affiliates
or employees invest in such a position for its or their accounts or for the
account of another client.
The Subadviser is prohibited from
consulting with any other subadviser to any other series of the Trust concerning
the Fund’s 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.
To the extent permitted by law, the
Subadviser may from time to time employ or associate itself with such person or
persons, including affiliates, as it believes to be particularly fitted to
assist it in the execution or performance of its obligations under this
Agreement; provided, however, that the use of such persons does not relieve the
Subadviser from any obligation or duty under this Agreement, and provided no
such person serves or acts as an investment adviser separate from the Subadviser
so as to require a new written contract pursuant to the 0000 Xxx. The
Subadviser shall remain liable for the performance of its obligations under this
Agreement, and for the acts and omissions of its employees or
associates. The compensation of any such person will be paid by the
Subadviser, and no obligation will be incurred by, or on behalf of, the
Investment Adviser, the Trust or the Fund with respect to them.
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 Fund's legal, auditing and accounting expenses; expenses of maintenance of
the Fund's books and records other than those required to be maintained by the
Subadviser, including computation of the Fund's daily net asset value per share
and dividends; interest, taxes, governmental fees and membership dues incurred
by the Fund; fees of the Fund’s custodian, transfer agent, registrar or other
agents; expenses of preparing the Fund's share certificates; expenses relating
to the redemption or repurchase of the Fund’s 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 Trust's
trustees and salaries of any officers or employees of the Trust or Fund; and the
Fund's 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 0.15%
Over $100 million to $300
million 0.10%
Over $300 million to $500
million 0.08%
Over $500
million 0.05%
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 Subadviser's fee shall be payable solely by the
Investment Adviser, and without regard to any reduction in fees paid by the Fund
to the Investment Adviser under its management contract as a result of any
voluntary fee reduction assumed by the Investment Adviser. Such fee
shall be payable to the Subadviser for each quarter within thirty days after the
end of each such quarter. 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 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 the Fund’s 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 Trust's 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 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, dealers or futures
commission merchants as it may select. In the selection of such
brokers, dealers or futures commission merchants, 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. In selecting brokers or
dealers and placing trades with them, the Subadviser, bearing in mind the Fund’s
best interests at all times, shall consider all factors it deems relevant,
including by way of illustration: price; the size of the transaction; the nature
of the market for the security; the amount of the commission; the timing of the
transaction taking into account market prices and trends; the reputation,
experience and financial stability of the broker or dealer involved; and the
quality of service rendered by the broker or dealer in other
transactions. The Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Subadviser an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Subadviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Subadviser’s over-all responsibilities with
respect to the Fund and to other clients of the Subadviser as to which the
Subadviser exercises investment discretion. 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 Trust's 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, the basis of the
allocation for the aggregated trades, and such other information as is
reasonably requested. The Investment Adviser hereby acknowledges that such
aggregation orders may not result in more favorable pricing or lower brokerage
commissions to the Fund in all instances.
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 on a prompt basis
advise the Fund’s custodian and, upon request, the Investment Adviser, 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 identify 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 in connection with rendering services hereunder, including
without limitation, 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 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 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 reasonable 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
reasonable 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.
7. 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 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 the
effective date thereof, and shall contain on an ongoing basis thereafter, no
untrue statement of any material fact and does not and shall 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 Fund’s 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 Fund’s 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.
10. 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 Fund 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 upon reasonable request)
a blanket fidelity bond and 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 promptly 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) material to the Subadviser’s services to the Fund; and (f) any
material violation of the Subadviser’s code of ethics related to the
Subadviser’s services to the Fund.
(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.
(ix) Each
of the Subadviser and Investment Adviser hereby represents and
warrants
to the other that it has obtained all applicable licenses, permits,
registrations and approvals that may be required in order to serve in its
designated capacities with respect to the Fund, and shall continue to keep
current such licenses, permits, registrations and approvals for so long as this
Agreement is in effect.
(x) The
Investment Adviser represents and warrants that it has received a copy
of
the
Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior
to the execution of this Agreement and has delivered a copy of the same to the
Trust, as required by applicable law.
11. Confidentiality of Portfolio
Holdings Information. The Subadviser may release portfolio
holdings information with respect to the Fund 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 Fund’s Investment Adviser, the Board,
officers, custodian, fund accounting agent, principal underwriter, auditors and
counsel (collectively, the “Fund’s Service Providers”) solely in connection with
the performance of its advisory duties for the Fund, 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 Fund’s currently effective Registration Statement.
The Trust, the Fund and the Investment
Adviser will keep confidential records or confidential information respecting
the Subadviser obtained pursuant to this Agreement. The Trust, the
Fund and Investment Adviser will not disclose such confidential records or
confidential information unless the Subadviser has authorized such disclosure,
or unless such disclosure is required by applicable federal or state law or
regulations or by a court or regulatory or self-regulatory authority having the
requisite authority.
12. Use of BlackRock
Name. The parties agree that the name “BlackRock ” is
the name of the Subadviser and its affiliates, and any derivative thereof or
logo or trademark or service xxxx or trade name associated with the name
“BlackRock” are the valuable property of the Subadviser and its affiliates, and
that the Investment Adviser, the Trust and the Fund have the right to use such
name (or derivative or logo) with respect to the Fund, in offering materials or
promotional or sales-related materials of the Fund, only with the Subadviser’s
prior written approval, such approval not to be unreasonably withheld, and for
so long as the Subadviser is Subadviser of the Fund. Notwithstanding
the foregoing, the Subadviser’s approval is not required when (i) previously
approved materials are re-issued with non-material modifications, (ii) the
Investment Adviser and Subadviser identify materials which they jointly
determine do not require the Subadviser’s approval and (iii) such name (or
derivative or logo) is used in the Fund’s Registration Statement, shareholder
reports, or other documents filed with the Securities and Exchange
Commission. Upon termination of this Agreement, the Fund and the
Investment Adviser shall forthwith cease to use such name (or derivative or
logo) with respect to the Fund, except as required by law or regulation, and
except for references, in the Fund’s Registration Statement, shareholder reports
or other documents filed with the Securities and Exchange Commission, or in the
Fund’s marketing material, to the Subadviser having served as the Fund’s
subadviser for the term of this Agreement.
During the term of this Agreement, the
Subadviser shall not use the Investment Adviser’s name, or the Fund’s or the
Trust’s name, respectively, without the prior written approval of the Investment
Adviser or the Trust. Upon termination of this Agreement, the
Subadviser shall forthwith cease to use such names.
13. 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.
14. 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.
15. 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.
16. 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 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.
17. 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 Fund:
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:
BlackRock Financial Management,
Inc
00 Xxxx 00xx
Xxxxxx
Xxx Xxxx,
XX 00000
Attn: Xxxxxx X.
Xxxxxxxx
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.
18. 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.
::ODMA\PCDOCS\LEGALDOCS\110721\1
19. 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
BLACKROCK
FINANCIAL MANAGEMENT, INC.
By: /s/ Xxxxxx
Xxxxxxx
Xxxxxx Xxxxxxx
Its: Managing
Director
::ODMA\PCDOCS\LEGALDOCS\110721\1
