AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED
AND RESTATED
This
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as
of the 31 day of August, 2009 by and between SUN CAPITAL ADVISERS TRUST, a
Delaware business trust (the “Trust”) on behalf of its series listed on Schedule A (each, a
“Fund” and collectively, the “Funds”), and SUN CAPITAL ADVISERS LLC, a Delaware
corporation (the “Adviser”), with respect to the following:
WHEREAS,
the Adviser serves as the Investment Adviser to each Fund pursuant to Investment
Advisory Agreements between the Trust on behalf of each Fund and the Adviser;
and
WHEREAS,
the Adviser has voluntarily agreed to waive its advisory fees and reimburse the
Funds for ordinary operating expenses so that the total operating expenses for
the Initial Class and Service Class of each Fund will not exceed the percentage
of average daily net assets as set forth on Schedule A (such
percentage as applicable to each Fund is referred to herein as the “Expense
Limitation”); and
WHEREAS,
the Trust and the Adviser desire to formalize and make binding in accordance
with the terms hereof this fee waiver and expense reimbursement arrangement;
and
WHEREAS,
the Trust is prepared to repay such waived advisory fees and reimbursed expenses
if a Fund subsequently achieves a sufficient level of assets.
NOW
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
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1.
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Term. The
Adviser agrees to waive its advisory fees and to reimburse each Fund
listed on Schedule A for
its ordinary operating expenses for a period from the date of this
Agreement to April 30, 2011 (the “Initial Term”), and unless and until
earlier terminated as provided in Section 2 below, for successive 12 month
periods beginning on May 1 of each year (each, a “Subsequent Period”), to
the extent necessary so that the total operating expenses (as defined in
Section 4 below) of the Initial Class and Service Class of such Fund
during such period do not exceed the Expense Limitation set forth on Exhibit
A.
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Alternate Term for Certain
Funds. With respect to each Fund which may, as noted on Exhibit A, receive
assets as the result of a substitution transaction authorized by order of the
Securities and Exchange Commission (“SEC”), the Adviser agrees to waive its
advisory or unified management fees and to reimburse each such Fund for its
other operating expenses until at least the later of: (a) the end of the Initial
Term or current Subsequent Period of this Agreement in effect at the time of the
substitution transaction; or (b) the end of a two year period (the “Substitution
Period”) starting on the date of the substitution transaction, to the extent
necessary so that the total operating expenses of the Initial Class and Service
Class of such Fund during such period do not exceed the Expense Limitation set
forth on Exhibit
A. The Adviser further agrees to continue the Expense
Limitation for each such Fund for the remainder of the Subsequent Period
commencing prior to the end of the Substitution Period applicable to such Fund,
unless the Adviser notifies the Trust’s Board of Trustees (the “Board of
Trustees”) that the Adviser intends to terminate this expense limitation at the
end of the Substitution Period in accordance with the provisions of Section 2 of
this Agreement.
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2.
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Termination,
Modification and Amendment. Upon the termination of any
Investment Advisory Agreement, this Agreement shall automatically
terminate with respect to that Fund. The Adviser shall be
entitled to terminate the Expense Limitation, or to modify the Expense
Limitation in a manner less favorable to a Fund, with respect to any
Subsequent Period if, but only if:
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(a) the
Adviser affirmatively elects to terminate or so modify the Expense Limitation
with respect to such Subsequent Period in a writing delivered to the Board of
Trustees by the preceding October 31;
(b) the
termination or modification shall take effect no earlier than the succeeding May
1; and
(c) the
Fund’s prospectus and SAI reflecting financial statements for the fiscal year
ending on the intervening December 31 have been updated to reflect such
termination or modification.
The
election by the Adviser referred to in the preceding sentence to terminate or
modify this Agreement shall not be subject to the approval of the Fund or the
Board of Trustees of the Trust.
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3.
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Adviser
Reimbursement. The Adviser shall keep a record of the
amount of advisory fees that it waived as to each Fund and expenses that
it reimbursed for each Fund pursuant to Section 1 hereof (“Prior
Expenses”). Subject to the last sentence of this Section 3, if
at any future date the total expenses of a Fund are less than the Expense
Limitation for such Fund, the Adviser shall be entitled to payment by the
applicable Fund of the amount of such Prior Expenses, without interest
thereon, except to the extent that such payment would cause the Fund’s
total expenses to exceed the Expense Limitation, if any, then in effect
for that Fund. If the Fund’s total expenses subsequently exceed
the Expense Limitation for that Fund, the payment of Prior Expenses shall
be suspended and the payment of Prior Expenses shall be resumed only when,
and only to the extent that, total expenses do not exceed the Expense
Limitation then in effect. The Adviser may seek reimbursement
only for management fees waived and any Fund expenses paid by it during
the prior two fiscal periods.
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4.
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Definitions. “Total
operating expenses” as used herein shall mean expenses of every character
incurred by a Fund other than taxes, brokerage commissions, other expenses
which are capitalized in accordance with generally accepted accounting
principles, and extraordinary expenses not incurred in the ordinary course
of a Fund’s business (e.g., litigation
expenses). “Business day” as used herein shall mean any day on
which a Fund’s net asset value is
determined.
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5.
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Method of
Computation. To determine the Adviser’s obligations
hereunder, each business day a Fund’s total operating expenses shall be
annualized. If the annualized total operating expenses of a
Fund for any business day exceed the Expense Limitation, the Adviser shall
waive or reduce its advisory fees for such business day by an equal
amount, and if necessary the Adviser shall remit an amount to the Fund
sufficient to reduce the annualized fund total operating expenses to an
amount no higher than the Expense
Limitation.
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6.
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Limitation of
Liability. The obligations and expenses incurred,
contracted for or otherwise existing with respect to a Fund shall be
enforceable against the assets of such Fund only and not against any other
Fund nor against the assets of the Trust generally. It is
understood and expressly stipulated that neither the holders of shares of
any Fund nor the Trustees or officers of the Trust shall be personally
liable hereunder.
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7.
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Interpretation;
Governing Law. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Investment Company Act of 1940, as
amended (the “1940 Act”) shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any
such court, by rules, regulations or orders of the SEC issued pursuant to
the 1940 Act. In addition, where the effect of a requirement of
the 1940 Act reflected in any provision of this Agreement is revised by
rule, regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or
order. Otherwise, the provisions of this Agreement shall be
interpreted in accordance with the laws of the State of
Delaware.
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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate by their respective officers as of the day and year first above
written.
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Attest:/s/ Xxxxx X.
Xxxxxx
Name: Xxxxx
X. Xxxxxx
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On
behalf of its series,
SC
Ibbotson Balanced Fund
SC
Ibbotson Growth Fund
SC
Ibbotson Moderate Fund
SC
AIM Small Cap Growth Fund
SC
AllianceBernstein International Value Fund
SC
Xxxxx Venture Value Fund
SC
Dreman Small Cap Value Fund
SC
Xxxxxxx Sachs Mid Cap Value Fund
SC
Lord Xxxxxx Growth & Income Fund
SC
Xxxxxxxxxxx Large Cap Core Fund
SC
Xxxxxxxxxxx Main Street Small Cap Fund
SC
WMC Blue Chip Mid Cap Fund
SC
WMC Large Cap Growth Fund
Sun
Capital Investment Grade Bond Fund
Sun
Capital Money Market Fund
SC
BlackRock Inflation Protected Bond Fund
SC
Xxxxxxx Sachs Short Duration Fund
SC
PIMCO High Yield Fund
SC
PIMCO Total Return Fund
Sun
Capital Global Real Estate Fund
By: /s/ Xxxx X.
Xxxxxxxx
Name: Xxxx
X. Xxxxxxxx
Title: President,
Chief Executive Officer
and
Trustee
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SUN
CAPITAL ADVISERS LLC
By:/s/ Xxxxx X.
Xxxxx
Name: Xxxxx
X. Xxxxx
Title: Managing
Director and Chief
Financial
Officer
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By: /s/ Xxxx X.
Xxxxxxxx
Name: Xxxx
X. Xxxxxxxx
Title: President
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::ODMA\PCDOCS\LEGALDOCS\150735\5
SCHEDULE
A
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FUND
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EXPENSE
LIMITATION
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Initial
Class
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Service
Class
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1.
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SC
Ibbotson Balanced Fund
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0.20%
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0.45%
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2.
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SC
Ibbotson Growth Fund
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0.20%
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0.45%
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3.
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SC
Ibbotson Moderate Fund
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0.20%
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0.45%
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4.
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SC
AIM Small Cap Growth Fund
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1.15%
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1.40%
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5.
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SC
AllianceBernstein International Value Fund*
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0.75%
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1.00%
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6.
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SC
Xxxxx Venture Value Fund
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0.90%
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1.15%
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7.
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SC
Dreman Small Cap Value Fund
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1.15%
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1.40%
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8.
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SC
Xxxxxxx Sachs Mid Cap Value Fund
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1.07%
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1.32%
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9.
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SC
Lord Xxxxxx Growth & Income Fund
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0.87%
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1.12%
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10.
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SC
Xxxxxxxxxxx Large Cap Core Fund*
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0.90%
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1.15%
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11.
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SC
Xxxxxxxxxxx Main Street Small Cap Fund
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1.00%
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1.25%
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12.
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SC
WMC Blue Chip Mid Cap Fund
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1.00%
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1.25%
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13.
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SC
WMC Large Cap Growth Fund
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0.81%
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1.06%
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14.
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Sun
Capital Investment Grade Bond Fund
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0.75%
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1.00%
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15.
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Sun
Capital Money Market Fund
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0.50%
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0.75%
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16.
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SC
BlackRock Inflation Protected Bond Fund*
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0.65%
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0.90%
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17.
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SC
Xxxxxxx Sachs Short Duration Fund
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0.65%
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0.90%
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18.
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SC
PIMCO High Yield Fund
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0.75%
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1.00%
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19.
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SC
PIMCO Total Return Fund*
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0.65%
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0.90%
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20.
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Sun
Capital Global Real Estate Fund
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1.10%
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1.35%
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*This Fund’s Expense Limitation is
subject to the Alternate Term for Certain
Funds, described in Section 1 of the Agreement.
::ODMA\PCDOCS\LEGALDOCS\150735\5
