EXPENSE LIMITATION AGREEMENT
Amendment No. 1
February 1, 2004
The Expense Limitation Agreement dated May 1, 2003 (the "Agreement") by and
between SUN CAPITAL ADVISERS TRUST (the "Trust"), on behalf of its series listed
on Schedule A (each a "Fund" and collectively the "Funds") and SUN CAPITAL
ADVISERS, INC. (the "Adviser") is hereby amended as follows:
WHEREAS, the Trust has re-designated the outstanding shares of the Funds as
"Initial Class" shares, and
WHEREAS, the Trust has registered a new class of shares of the Funds,
designated as "Service Class" shares, and
WHEREAS, the Service Class shares of each Fund differ from the Initial
Class shares of each Fund in that the Service Class shares bear a distribution
and services fee under Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust and the Adviser desire to establish a fee waiver and
expense limitation arrangement relating to the Service Class of each Fund; and
WHEREAS, the Adviser has 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 set forth on Schedule A (such percentage
as applicable to each class of each Fund is referred to herein as the "Expense
Limitation");
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Section 1 of the Agreement is replaced in its entirety with the
following:
1. 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 Amendment to April 30, 2004 (the "Initial Term"), and
unless and until earlier terminated as provided in Section 2 of the
Agreement, for successive 12-month periods (each a "Subsequent Period"), to
the extent necessary so that the total operating expenses (as defined in
Section 4 of the Agreement) of the Initial Class and Service Class of such
Fund during such
period do not exceed the Expense Limitation set forth on Exhibit A.
2. Schedule A is replaced in its entirety with the amended Schedule A attached
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed in duplicate by their respective officers as of the day
and year first above written.
SUN CAPITAL ADVISERS TRUST
On behalf of its Series,
Sun Capital All Cap Fund
Sun Capital Investment Grade Bond Fund
Sun Capital Money Market Fund
Sun Capital Real Estate Fund
SC Xxxxx Growth Fund
SC Xxxxx Income & Growth Fund
SC Xxxxx Small Capitalization Fund
SC Xxxxx Financial Fund
SC Xxxxx Venture Value Fund
SC Xxxxxxxxx Xxxxxx Mid Cap Growth Fund
SC Xxxxxxxxx Xxxxxx Mid Cap Value Fund
SC Value Equity Fund
SC Value Managed Fund
SC Value Mid Cap Fund
SC Value Small Cap Fund
SC Blue Chip Mid Cap Fund
SC Investors Foundation Fund
SC Select Equity Fund
Attest: By:
------------------------------ ----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx M.A. Xxxxxxxx
Title: President, Chief Executive
Officer and Trustee
SUN CAPITAL ADVISERS, INC.
By:
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
By:
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
SCHEDULE A
EXPENSE CAP
-----------------
Initial Service
FUND Class Class
--------------------------------------- ------- -------
Sun Capital All Cap Fund 0.90% 1.15%
Sun Capital Investment Grade Bond Fund 0.75% 1.00%
Sun Capital Money Market Fund 0.65% 0.875%
Sun Capital Real Estate Fund 1.25% 1.50%
SC Xxxxx Growth Fund 0.90% 1.15%
SC Xxxxx Income & Growth Fund 0.80% 1.05%
SC Xxxxx Small Capitalization Fund 1.00% 1.25%
SC Xxxxx Financial Fund 0.90% 1.15%
SC Xxxxx Venture Value Fund 0.90% 1.15%
SC Xxxxxxxxx Xxxxxx Mid Cap Growth Fund 1.10% 1.35%
SC Xxxxxxxxx Xxxxxx Mid Cap Value Fund 1.10% 1.35%
SC Value Equity Fund 0.90% 1.15%
SC Value Managed Fund 0.90% 1.15%
SC Value Mid Cap Fund 1.00% 1.25%
SC Value Small Cap Fund 1.00% 1.25%
SC Blue Chip Mid Cap Fund 1.00% 1.25%
SC Investors Foundation Fund 0.90% 1.15%
SC Select Equity Fund 0.90% 1.15%
