AMENDMENT TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT (“Amendment”) to the Investment
Advisory and Management Agreement dated the 29th day of
February, 2008 (the “Agreement”), by and between Sun Capital Advisers Trust, a
Delaware statutory trust (the “Trust”), and Sun Capital Advisers LLC, a Delaware
limited liability company (the “Manager”), with respect to its series identified
as SC PIMCO High Yield Fund (the “Fund”), is made as of the 20th day of
February, 2009. All terms not defined herein shall have the meaning
set forth in the Agreement.
WITNESSETH:
WHEREAS, the Manager and the
Trust, on behalf of the Fund, have entered into the Agreement and now propose to
amend it, as provided for in Section 12 of the Agreement to reduce the rate of
compensation to be paid to the Manager, contingent upon the Securities and
Exchange Commission (“SEC”) issuing an order to Sun Life Assurance Company of
Canada (U.S.) and certain designated variable accounts thereof, and Sun Life
Insurance and Annuity Company of New York and certain variable accounts thereof
(collectively, the “Applicants”) , pursuant to: (i) Section 26(c) of the
Investment Company Act of 1940, as amended (the “1940 Act”) permitting the
substitution of shares of a certain investment portfolio (the “Substituted
Portfolio”) for shares of the Fund (the “Substitution”), and (ii) Section 17(b)
exempting the Applicants and the Fund from Section 17(a) of the 1940 Act to the
extent necessary to effect the Substitution by redeeming shares of the
Substituted Portfolio in kind and contributing the proceeds of such redemption
in kind in exchange for shares of the Fund (the “Order”), provided that such
reduction shall be effective only upon the Fund receiving such redemption
proceeds;
WHEREAS, the Manager has
represented to the Trust that there will be no reduction in the quality or
quantity of services the Manager provides to the Fund as a result of, or
otherwise in connection with, such reduction;
NOW, THEREFORE, in
consideration of the above premises, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound, the Manager and the Trust, on behalf of the Fund, hereby agree
to amend the Agreement as follows:
1. Amendment to Exhibit
A. Exhibit A of the Agreement is hereby amended by deleting
“0.75%” and substituting therefor “0.74” under the caption “Management Fee as a
percentage of average daily net assets”.
2. Effectiveness. This
Amendment shall take effect only: (a) if the Order is issued; and (ii) upon the
Fund’s receiving the proceeds of the redemption of shares of the Substituted
Portfolios. Otherwise this Amendment shall have no effect, and the
Agreement shall not be considered in any way amended hereby.
IN WITNESS WHEREOF, the
Manager and the Trust, on behalf of the Fund, have caused this Amendment to the
Investment Advisory and Management Agreement to be duly executed as of this 20th
day of February, 2009.
SUN
CAPITAL ADVISERS LLC
By: /s/ Xxxx X.
Xxxxxxxx
Xxxx X. Xxxxxxxx
Senior Managing Director –
Investment
Products and Services
By: /s/ Xxxxx X.
Xxxxxx
Xxxxx X. Xxxxxx
Managing Director and General
Counsel
ADDRESS
FOR NOTICES:
One
Sun Life Executive Park
Xxxxxxxxx
Xxxxx, Xxxxxxxxxxxxx 00000
ON
BEHALF OF ITS SERIES SC PIMCO HIGH YIELD FUND
By: /s/ Xxxxx X.
Xxxxx
Xxxxx X. Xxxxx
Treasurer and Chief Financial
Officer
ADDRESS
FOR NOTICES:
One
Sun Life Executive Park
Xxxxxxxxx
Xxxxx, Xxxxxxxxxxxxx 00000
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