EXPENSE LIMITATION AGREEMENT Amendment No. 4 December 20, 2006
Amendment
No. 4
December
20, 2006
The
Expense Limitation Agreement dated May 1, 2003 and amended on February 1, 2004,
January 1, 2005 and May 1, 2006 (the “Agreement”) by and between SUN CAPITAL
ADVISERS TRUST (the “Trust”), on behalf of its series listed on Schedule
A
(each a
“Fund” and collectively the “Funds”) and SUN CAPITAL ADVISERS LLC (the
“Adviser”) is hereby amended as follows:
WHEREAS,
the Trust has applied for an order from the Securities and Exchange Commission
to permit the substitution of assets from certain third-party investment options
offered in certain Sun Life Financial variable products to the SC FI Large
Cap
Growth Fund, a series of the Trust (as listed on Schedule A) (“Substitution
Application”).
WHEREAS,
the Substitution Application states that the Adviser has contractually agreed
to
waive its management fee and, if necessary, to limit other ordinary operating
expenses so that the total operating expenses of the SC FI Large Cap Growth
Fund
for a period of two years after the order requested by the Substitution
Application is granted.
WHEREAS,
the Adviser wishes to extend the current expense limitation for the SC FI Large
Cap Growth Fund for a period of two years following the substitution transaction
requested in by the Substitution Application.
NOW
THEREFORE, in consideration of the mutual covenants herein contained the parties
hereto agree to amend the Agreement as follows:
The
following is added to the end of Section 1 of the Agreement.
The
Adviser agrees to waive its advisory fees and to reimburse the SC FI Large
Cap
Growth Fund for its ordinary operating expenses for a two-year period
(“Substitution Period”) starting on the date of the substitution transaction
authorized by order of the Securities and Exchange Commission, to the extent
necessary so that the total operating expenses for the SC FI Large Cap Growth
Fund do not exceed the Expense Limitation set forth on Exhibit A for this fund.
It is anticipated that the Substitution Period will begin no earlier than April
30, 2007. The Adviser further agrees to continue this expense limitation for
the
remainder of the Subsequent Period commencing prior to the end of the
Substitution Period, unless the Adviser notifies the Board of Trustees that
the
Adviser intends to terminate this expense limitation at the end of the
Substitution Period in accordance with the provisions of Section 2 of this
Agreement.
::ODMA\PCDOCS\LEGALDOCS\74225\2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement
to be executed in duplicate by their respective officers as of the day and
year
first above written.
On
behalf
of its Series,
SC
FI
Large Cap Growth Fund
Attest:/s/
XXXXX X XXXXXX By:
/s/
XXXXX M.A. XXXXXXXX
Name:
Xxxxx X. Xxxxxx Name:
Xxxxx M.A. Xxxxxxxx
Title:
President, Chief Executive Officer and Trustee
SUN
CAPITAL ADVISERS LLC
By:
/s/XXXXX X. XXXXX
Name:
Xxxxx X. Xxxxx
Title:
Chief Financial Officer
By:
/s/
XXXX X. XXXXXXXX
Name:
Xxxx X. Xxxxxxxx
Title:
Senior Managing Director
