SHARE PURCHASE AGREEMENT
This Agreement is made as of the 3rd day of November, 1998 between Sun Life
Assurance Company of Canada, a Canadian company ("Sun Life"), and Sun Capital
Real Estate Fund (the "Fund"), a series of Sun Capital Advisers Trust, a
Delaware business trust (the "Trust"). The Trust is a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act").
WHEREAS, the Fund wishes to sell to Sun Life and Sun Life wishes to
purchase from the Fund $30,000 of shares of beneficial interest of the Fund
(3,000 shares) at a purchase price of $10.00 per share (collectively, the
"Shares"); and
WHEREAS, Sun Life is purchasing the Shares for the purpose of providing a
portion of the initial capitalization of the Trust as required by the 1940 Act;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, Sun Life is
delivering to the Fund funds in the amount of $30,000 in full payment for the
Shares.
2. Sun Life agrees that it is purchasing the Shares for investment and
has no present intention of redeeming or reselling the Shares.
Executed as of the date first set forth above.
SUN LIFE ASSURANCE COMPANY OF CANADA
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxx
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By: Xxxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Its: Vice President Vice President
SUN CAPITAL ADVISERS TRUST
on behalf of Sun Capital Real Estate Fund
/s/ Xxxxx M.A. Xxxxxxxx
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By: Xxxxx M.A. Xxxxxxxx
Its: President