0000745544-10-001196 Sample Contracts

INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement for Subadviser • November 12th, 2010 • Sun Capital Advisers Trust • Massachusetts

AGREEMENT made as of the 10th day of November, 2010 by and among Sun Capital Advisers LLC, a Delaware limited liability company (the "Investment Adviser"), Sun Capital Advisers Trust, a Delaware statutory trust (the "Trust"), on behalf of its series, SC BlackRock Small Cap Index Fund (the “Fund”), and BlackRock Investment Management, LLC, a Delaware limited liability company (the “Subadviser").

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 12th, 2010 • Sun Capital Advisers Trust • Massachusetts

THIS AGREEMENT dated this 10th day of November, 2010 between Sun Capital Advisers Trust, a Delaware business trust (the "Trust"), and Sun Capital Advisers LLC, a Delaware limited liability company (the "Manager").

SERVICING AGREEMENT Amendment No. 1 May 12, 2010
Servicing Agreement • November 12th, 2010 • Sun Capital Advisers Trust

The Servicing Agreement dated February 15, 2005 (the “Agreement”) by and between Clarendon Insurance Agency, Inc., a Massachusetts corporation (the “Underwriter”) and Sun Life Insurance and Annuity Company of New York (the “Company”), is hereby amended as follows:

INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement for Subadviser • November 12th, 2010 • Sun Capital Advisers Trust • Massachusetts

AGREEMENT made as of the 15th day of November, 2010 by and among Sun Capital Advisers LLC, a Delaware limited liability company (the "Investment Adviser"), Sun Capital Advisers Trust, a Delaware statutory trust (the "Trust"), on behalf of its series, SC Ibbotson Tactical Opportunities Fund (the “Fund”), and Ibbotson Associates, Inc., an Illinois corporation (the “Subadviser").

UNDERWRITING AGREEMENT Amendment No. 5 November 15, 2010
Underwriting Agreement • November 12th, 2010 • Sun Capital Advisers Trust

The Underwriting Agreement dated February 1, 2004 and amended May 1, 2006, January 1, 2008, July 11, 2008 and May 12, 2010 (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:

SERVICING AGREEMENT Amendment No. 1 May 12, 2010
Servicing Agreement • November 12th, 2010 • Sun Capital Advisers Trust

The Servicing Agreement dated February 15, 2005 (the “Agreement”) by and between Clarendon Insurance Agency, Inc., a Massachusetts corporation (the “Underwriter”) and Sun Life Assurance Company of Canada (U.S.) (the “Company”), is hereby amended as follows:

UNDERWRITING AGREEMENT Amendment No. 4 May 12, 2010
Underwriting Agreement • November 12th, 2010 • Sun Capital Advisers Trust

The Underwriting Agreement dated February 1, 2004 and amended May 1, 2006, January 1, 2008 and July 11, 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:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT Amendment No. 1 November 15, 2010
Expense Limitation Agreement • November 12th, 2010 • Sun Capital Advisers Trust

The AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) dated August 31, 2009 (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:

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