Exhibit (h)(3)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the "Agreement") is made as of the 1st
day of May, 2003 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, INC., 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 Fund for ordinary operating expenses so that the total operating
expenses for 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:
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
12-month period from May 1, 2003 to April 30, 2004 (the "Initial Term"),
and unless and until earlier terminated as provided in Section 2 below, for
successive 12 month periods (each, a "Subsequent Term"), to the extent
necessary so that each Fund's annual total operating expenses (as defined
in Section 4 below) do not exceed the percentage of average daily net
assets set forth on Exhibit A.
2. Termination, Modification and Amendment. Upon the termination of any
Investment Advisory Agreement, this Agreement shall automatically terminate
with respect to that Fund. The Adviser agrees that the Expense Limitation
shall not be modified or terminated during the Initial Term. The Adviser
shall be entitled to modify or terminate the Expense Limitation with
respect to any fiscal year that commences subsequent to the date this
Agreement is executed if, but only if, the Adviser affirmatively elects to
modify or terminate the Expense Limitation with respect to such subsequent
fiscal year and such election is made prior to both the commencement of the
next Subsequent Term and the effective date of the Fund's post-effective
amendment to its Registration Statement on Form N-1A filed for the purposes
of incorporating the Fund's audited financial statements relating to the
prior fiscal year; and provided that this Agreement shall remain in effect
at all times until the Fund's then current prospectus is amended or
supplemented to reflect the termination or modification of this Agreement.
The election by the Adviser
referred to in the preceding sentence to terminate or modify this Agreement
shall be made in a writing delivered to the Board of Trustees prior to such
termination of modification, but shall not be subject to the approval of
the Fund or the Board of Trustees of the Trust.
3. 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 percentage of average daily net
assets set forth on Schedule A 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, if subsequent payment of Prior
Expenses shall be resumed to the extent that total expenses do not exceed
the Expense Limitation (unless previously terminated by the Adviser for
that -- Fund), the limitations in Section 1 shall apply. The Adviser may
seek reimbursement only for management fees waived and any Fund expenses
paid by it during the prior two fiscal periods.
4. Definitions. "Total operating expenses" as used herein shall mean expenses
of every character incurred by a Fund other than interest, 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).
5. Method of Computation. To determine the Adviser's obligations hereunder,
each month a Fund's total operating expenses shall be annualized as of the
last day of the month. If the annualized total operating expenses for any
month of a Fund exceed the Expense Limitation, the Adviser shall waive or
reduce its advisory fees for such month 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.
6. Year-End Adjustment. If necessary, on or before the last day of the first
month of each fiscal year during the Initial or any Subsequent Term, an
adjustment payment shall be made by the appropriate party in order that the
amount of the advisory fees waived or reduced and other payments remitted
by the Adviser to a Fund with respect to the previous fiscal year shall
equal the amount, if any, by which a Fund's total operating expenses exceed
the Expense Limitation.
7. 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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8. 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 Securities and Exchange
Commission ("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.
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
Attest:_______________________ SC Xxxxx Venture Value Fund
Name: 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
By:____________________________________
Name:
Title:
SUN CAPITAL ADVISERS, INC.
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
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SCHEDULE A
FUND EXPENSE CAP
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Sun Capital All Cap Fund 0.90%
Sun Capital Investment Grade Bond Fund 0.65%
Sun Capital Money Market Fund 0.75%
Sun Capital Real Estate Fund 1.25%
SC Xxxxx Growth Fund 0.90%
SC Xxxxx Income & Growth Fund 0.80%
SC Xxxxx Small Capitalization Fund 1.00%
SC Xxxxx Financial Fund 0.90%
SC Xxxxx Venture Value Fund 0.90%
SC Xxxxxxxxx Xxxxxx Mid Cap Growth Fund 1.10%
SC Xxxxxxxxx Xxxxxx Mid Cap Value Fund 1.10%
SC Value Equity Fund 0.90%
SC Value Managed Fund 0.90%
SC Value Mid Cap Fund 1.00%
SC Value Small Cap Fund 1.00%
SC Blue Chip Mid Cap Fund 1.00%
SC Investors Foundation Fund 0.90%
SC Select Equity Fund 0.90%
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