Saracens' Alex Goode replaces Mike Brown at full-back while Charlie Sharples of Gloucester is preferred ahead of Miles Benjamin on the right wing.
London Irish duo Paul Hodgson and David Paice are given the nod over Micky Young and Joe Gray at scrum-half and hooker respectively.
The Saxons opened their Churchill Cup defence with a record 87-8 victory over the USA, who also lost 44-13 to Tonga on Wednesday.
The winners will meet Canada in the final in Worcester on June 18.
Head coach Stuart Lancaster said: "We've rotated our squad for this game to give other players opportunities to demonstrate their abilities.
"Tonga had a very good win against what was probably a stronger USA side than the one we faced and we're very aware of the physicality they'll bring on Sunday."
England Saxons side to face Tonga in the Churchill Cup at Kingsholm on Sunday: A Goode (Saracens); C Sharples (Gloucester), H Trinder (Gloucester), B Twelvetrees (Leicester), T Ojo (London Irish); R Clegg (Harlequins), P Hodgson (London Irish); M Mullan (Worcester) D Paice (London Irish), M Stevens (Saracens), M Botha (Saracens), D Attwood (Gloucester), J Gaskell (Sale), T Johnson (Exeter), J Crane (Leicester, capt).
Replacements: J Gray (Harlequins), K Brookes (Newcastle Falcons), G Kitchener (Worcester Warriors), J Gibson (London Irish), M Young (Newcastle Falcons), J Turner-Hall (Harlequins), M Brown (Harlequins).
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The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
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