0001193125-08-042203 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement • February 29th, 2008 • Sun Capital Advisers Trust • Massachusetts

AGREEMENT made as of the day of , 200 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 Oppenheimer Large Cap Core Cap Fund (the “Fund”), and [OppenheimerFunds, Inc., a Colorado corporation] (the “Subadviser”).

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FORM OF SUB-SUB-ADVISORY AGREEMENT By and Between OPPENHEIMERFUNDS, INC. and OFI INSTITUTIONAL ASSET MANAGEMENT, INC.
Sun Capital Advisers Trust • February 29th, 2008 • New York

This SUB-SUB-ADVISORY AGREEMENT is made this ___day of ______, 200_, by and between OFI Institutional Asset Management, Inc., a New York corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Sub-Adviser”) and OppenheimerFunds, Inc., a Colorado corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Adviser”) (the “Agreement”).

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