0001193125-08-142640 Sample Contracts

INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement • June 27th, 2008 • Sun Capital Advisers Trust • Massachusetts

AGREEMENT made as of the 29th day of February, 2008 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 Goldman Sachs Mid Cap Value Fund (the “Fund”), and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (the “Subadviser”).

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 27th, 2008 • Sun Capital Advisers Trust • Massachusetts

THIS AGREEMENT dated this [ ] day of [ ], 2008 between Sun Capital Advisers Trust, a Delaware business trust (the “Trust”), and Sun Capital Advisers LLC, a Delaware limited liability company (the “Manager”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • June 27th, 2008 • Sun Capital Advisers Trust • Massachusetts

THIS AGREEMENT dated this 29th day of February, 2008 between Sun Capital Advisers Trust, a Delaware statutory trust (the “Trust”), and Sun Capital Advisers LLC, a Delaware limited liability company (the “Manager”).

INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement • June 27th, 2008 • Sun Capital Advisers Trust • Massachusetts

AGREEMENT made as of the 1st day of May, 2008 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 Fund (the “Fund”), and OppenheimerFunds, Inc., a Colorado corporation (the “Subadviser”).

SUB-SUB-ADVISORY AGREEMENT By and Between OPPENHEIMERFUNDS, INC. and OFI INSTITUTIONAL ASSET MANAGEMENT, INC.
Sub-Sub-Advisory Agreement • June 27th, 2008 • Sun Capital Advisers Trust • New York

This SUB-SUB-ADVISORY AGREEMENT is made this 1st day of May, 2008, 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”).

SERVICING AGREEMENT
Servicing Agreement • June 27th, 2008 • Sun Capital Advisers Trust • Massachusetts

THIS SERVICING AGREEMENT, dated this 15th day of February, 2005, by and between Clarendon Insurance Agency, Inc., a Massachusetts corporation (the “Underwriter”) and Sun Life Insurance and Annuity Company of New York (the “Company”).

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