UNDERWRITING AGREEMENT Amendment No. 5 November 15, 2010
Amendment No. 5
November 15, 2010
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:
Schedule A of the Agreement is replaced in its entirety with the attached revised Schedule A which reflects the following changes:
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a.
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the establishment of two new funds, SC BlackRock International Index Fund and SC Ibbotson Tactical Opportunities Fund; and
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b.
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the adoption of a the following name changes:
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(i) SC BlackRock Large Cap Index Fund (formerly SC Xxxxxxxxxxx Large Cap Core Fund)
(ii) SC BlackRock Small Cap Index Fund (formerly SC Xxxxxxxxxxx Main Street Small Cap Fund)
(iii) SC Ibbotson Conservative Fund (formerly SC Ibbotson Moderate Fund).
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the day and year first above written.
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ATTEST:
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on behalf of each series listed onSchedule A
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By: /s/ Xxxxx X. Xxxxxx By: /s/Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Secretary President, Chief Executive Officer
CLARENDON INSURANCE AGENCY, INC.
By: /s/ Xxxxxxxx X’Xxxxxx
Xxxxxxxx X’Xxxxxx
Authorized Signer
By: /s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Authorized Signer
Schedule A
Effective Date: November 15, 2010
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Initial Class
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Service Class
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Sun Capital Investment Grade Bond Fund
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None
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*
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Sun Capital Global Real Estate Fund
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None
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*
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Sun Capital Money Market Fund
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None
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*
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SC Xxxxx Venture Value Fund
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None
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*
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SC BlackRock Small Cap Index Fund
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None
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*
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SC BlackRock Large Cap Index Fund
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None
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*
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SC WMC Large Cap Growth Fund
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None
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*
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SC WMC Blue Chip Mid Cap Fund
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None
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*
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SC Lord Xxxxxx Growth & Income Fund
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None
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*
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SC Xxxxxxx Xxxxx Mid Cap Value Fund
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None
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*
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SC Xxxxxxx Sachs Short Duration Fund
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None
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*
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SC PIMCO High Yield Fund
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None
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*
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SC PIMCO Total Return Fund
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None
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*
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SC Ibbotson Conservative Fund
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None
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*
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SC Ibbotson Balanced Fund
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None
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*
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SC Ibbotson Growth Fund
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None
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*
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SC Invesco Small Cap Growth Fund
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None
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*
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SC AllianceBernstein International Value Fund
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None
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*
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SC BlackRock Inflation Protected Bond Fund
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None
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*
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SC Columbia Small Cap Value Fund
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None
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*
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SC BlackRock International Index Fund
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None
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*
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Sc Ibbotson Tactical Opportunities Fund
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None
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N/A
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* 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 at two times each month, once on the 15th day of the month and once on the last day of the month, in each case, within thirty (30) business days after the end of the payment period.
