Exhibit (d)(31)
FORM OF
INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the 1st day of May, 2001 by and among Sun Capital
Advisers, Inc., a Delaware corporation (the "Investment Adviser"), Sun Capital
Advisers Trust, a Delaware business trust (the "Trust"), on behalf of its
series, SC ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Fund (the "Fund"), and ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Management, Inc., a New York 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 under the Investment Advisers Act of 1940;
WHEREAS, pursuant to the provisions of the Investment Advisory Agreement
dated May 1, 2001 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 Board of
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, upon written instructions from the Investment Adviser, effect such
portfolio transactions for the Fund 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 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 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.
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
2
Subadviser will be responsible for costs associated with supplements to such
documents 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 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 0.500%
above $100 million to $250 million 0.475%
above $250 million to $500 million 0.450%
above $500 million to $750 million 0.425%
above $750 million 0.400%
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. 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
3
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 minutes of meetings of the Trustees of the Trust
applicable to the Fund to the extent they may affect the duties of the
Subadviser, and 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 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 Fund 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 the Fund than may result when allocating brokerage 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 for the 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.
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
and the basis of the allocation for the aggregated trades. Subject to the
foregoing provisions of this Section
4
5 and at the direction of the Investment Adviser or the Trust, the Subadviser
may also consider sales of Fund shares as a factor in the selection of brokers
or dealers for a Fund's portfolio transactions.
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 advise the 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, 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 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 (S) 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. Notwithstanding the foregoing, the Subadviser
shall not be liable to the Investment Adviser, the Fund or its shareholders for
any losses that may be sustained as a result of delays in or inaccuracy of
information about the Fund provided to the Subadviser by or on behalf of the
Investment Adviser or the Fund's custodian.
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 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
5
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 Adviser's willful
misfeasance, bad faith or gross negligence generally 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
--------------------
April 30, 2003 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
6
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 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 further represents and warrants that it
is an investment adviser registered under the 1940 Act.
10. 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.
11. 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.
12. 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.
13. 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.
14. Notices. Any notice under this Agreement shall be delivered, mailed
-------
or faxed to the addresses or fax numbers set forth below, as the case may be, or
such other address or number as any party may specify in writing to the others:
7
If to the Trust or Fund:
Sun Capital Advisers Trust
One Sun Life Executive Park
Wellesley, MA 02481
Attn: ▇▇▇▇▇ M. A. ▇▇▇▇▇▇▇▇, President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
Sun Capital Advisers, Inc.
One Sun Life Executive Park
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Subadviser:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, Inc.
Attn:
Address:
Address:
Tel:
Fax:
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. If faxed, notices shall be deemed given on the next business day
after confirmed transmission to the correct fax number.
15. 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.
16. 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.
8
SUN CAPITAL ADVISERS TRUST
By:____________________________
▇▇▇▇▇ M. A. ▇▇▇▇▇▇▇▇
Its: President
---------------------------
SUN CAPITAL ADVISERS, INC.
By:____________________________
▇▇▇▇▇ M. A. ▇▇▇▇▇▇▇▇
Its: President
---------------------------
By:____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Senior V.P. & Chief Financial Officer
---------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.
By:____________________________
Its:___________________________
9