UNDERWRITING AGREEMENT Amendment No. 3 July 11, 2008
Amendment
No. 3
July
11, 2008
The Underwriting Agreement dated
February 1, 2004 and amended May 1, 2006 and January 1, 2008 (the “Agreement”)
by and between Sun Capital Advisers Trust (the “Trust”), a Delaware statutory
trust, on behalf of each of its series (each, a “Fund” and collectively, the
“Funds”), and Clarendon Insurance Agency, Inc. (the “Underwriter”) is hereby
amended as follows:
Schedule
A of the Agreement is replaced in its entirety with the attached revised
Schedule
A which reflects the following changes:
(a) the
establishment of the following eight new funds: SC Ibbotson Moderate
Fund, SC Ibbotson Balanced Fund, SC Ibbotson Growth Fund, SC Dreman Small Cap
Value Fund, SC AIM Small Cap Growth Fund, SC AllianceBernstein International
Value Fund, SC PIMCO Total Return Fund, and SC BlackRock Inflation Protected
Bond Fund;
(b) the
adoption of new subadvisers for the following funds: SC Xxxxxxxxxxx
Large Cap Core Fund, formerly the Sun Capital All Cap Fund, and SC WMC Large Cap
Growth Fund, formerly the SC FI Large Cap Growth Fund; and
(c) the
adoption of the following name changes:
(i) Sun
Capital Global Real Estate Fund (formerly the Sun Capital Real Estate
Fund)
(ii) SC
WMC Blue Chip Mid Cap Fund (formerly the SC Blue Chip Mid Cap Fund)
(iii) SC
Xxxxxxxxxxx Large Cap Core Fund (formerly the Sun Capital All Cap
Fund)
(iv) SC
WMC Large Cap Growth Fund (formerly the SC FI Large Cap Growth
Fund).
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed by their duly authorized officers and
their seals to be hereto affixed as of the day and year first above
written.
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ATTEST:
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|
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on
behalf of each series listed onSchedule
A
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By: /s/ Xxxxx X.
Xxxxxx By:
/s/ Xxxxx M.A.
Xxxxxxxx
Xxxxx A.
Xxxxxx Xxxxx
M.A. Xxxxxxxx
Secretary President,
Chief Executive Officer
CLARENDON INSURANCE AGENCY,
INC.
By:
/s/ Xxxxxxxx X.
X’Xxxxxx
Xxxxxxxx X. X’Xxxxxx
Authorized
Signer
By: /s/ Xxxxxxx X.
Xxxxx
Xxxxxxx X. Xxxxx
Authorized
Signer
::ODMA\PCDOCS\LEGALDOCS\103971\2
Schedule
A
Effective
Date: July 11, 2008
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Initial
Class
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Service
Class
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Sun
Capital Investment Grade Bond Fund
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None
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*
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Sun
Capital Global Real Estate Fund
|
None
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*
|
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Sun
Capital Money Market Fund
|
None
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*
|
|
SC
Xxxxx Venture Value Fund
|
None
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*
|
|
SC
Xxxxxxxxxxx Main Street Small Cap Fund
|
None
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*
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|
SC
Xxxxxxxxxxx Large Cap Core Fund
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None
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*
|
|
SC
WMC Large Cap Growth Fund
|
None
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*
|
|
SC
WMC Blue Chip Mid Cap Fund
|
None
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*
|
|
SC
Lord Xxxxxx Growth & Income Fund
|
None
|
*
|
|
SC
Xxxxxxx Sachs Mid Cap Value Fund
|
None
|
*
|
|
SC
Xxxxxxx Xxxxx Short Duration Fund
|
None
|
*
|
|
SC
PIMCO High Yield Fund
|
None
|
*
|
|
SC
PIMCO Total Return Fund
|
None
|
*
|
|
SC
Ibbotson Moderate Fund
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None
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*
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|
SC
Ibbotson Balanced Fund
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None
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*
|
|
SC
Ibbotson Growth Fund
|
None
|
*
|
|
SC
AIM Small Cap Growth Fund
|
None
|
*
|
|
SC
AllianceBernstein International Value Fund
|
None
|
*
|
|
SC
BlackRock Inflation Protected Bond Fund
|
None
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*
|
|
SC
Dreman Small Cap Value Fund
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None
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*
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*
Underwriter shall be paid a distribution and/or service fee at an annual rate
not to exceed 0.25% of the average daily net assets attributable to the Service
Class shares in accordance with the Trust’s Distribution and Service Plan for
such class. The fee will be accrued daily and paid monthly in
arrears, within thirty (30) business days after the end of each calendar
month.
::ODMA\PCDOCS\LEGALDOCS\103971\2
