UNDERWRITING AGREEMENT Amendment No. 1 May 1, 2006

UNDERWRITING AGREEMENT

Amendment No. 1

May 1, 2006

The Underwriting Agreement dated February 1, 2004 (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 a new fund, SC FI Large Cap Growth Fund;

(b) the name change of another fund from “SC Value Small Cap Fund” to “SC Xxxxxxxxxxx Main Street Small Cap Fund”; and

(c) the liquidation of the following eleven funds: SC Xxxxx Growth Fund, SC Xxxxx Income and Growth Fund, SC Xxxxx Small Capitalization Fund, SC Xxxxx Financial Fund, SC Xxxxxxxxx Xxxxxx Mid Cap Growth Fund, SC Xxxxxxxxx Xxxxxx Mid Cap Value Fund, SC Value Equity Fund, SC Value Managed Fund, SC Value Mid Cap Fund, SC Investors Foundation Fund and SC Select Equity Fund.

Schedule A is therefore.

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.

ATTEST:						SUN CAPITAL ADVISERS TRUST,
						on behalf of each series listed on Schedule A
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/ Xxxx Xxxxx
								Xxxx Xxxxx
								For President
						By:		/s/ Xxxxxxx X. Xxxxx
								Xxxxxxx X. Xxxxx
								For Clerk

Schedule A

Effective Date: February 1, 2004

Revised May 1, 2006

		Initial Class		Service Class
Sun Capital All Cap Fund		None		*
Sun Capital Investment Grade Bond Fund		None		*
Sun Capital Real Estate Fund		None		*
Sun Capital Money Market Fund		None		*
SC Xxxxx Venture Value Fund		None		*
SC Xxxxxxxxxxx Main Street Small Cap Fund		None		*
SC FI Large Cap Growth Fund
SC Blue Chip Mid Cap Fund		None		*

* 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 quarterly in arrears, within thirty (30) business days after the end of each calendar quarter.

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