FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund
and Fidelity Distributors Corporation hereby amend the Participation Agreement
("Agreement") dated December 1, 1996 by doing all of the following:
1. Revising the definition of "Variable Insurance Products" in the first
WHEREAS clause to include both variable life insurance policies and
variable annuity contracts.
2. Replacing the sixth WHEREAS clause with the following:
"WHEREAS, the Company has established the Accounts to fund certain
variable life insurance policies and variable annuity contracts (collectively,
the "Contracts"); and
3. Deleting the second sentence of section 1.6.
4. Replacing section 2.4 with the following:
"2.4. The Company represents that the Contracts are currently
treated as endowment, life insurance or annuity insurance contracts,
under applicable provisions of the Code and that it will make every
effort to maintain such treatment and that it will notify the Fund and
the Underwriter immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future."
5. Replacing Section 2.5 in its entirety with the following:
"2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted
a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it decides to
finance distribution expenses pursuant to Rule 12b-1, the Fund
undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under
Rule 12b-1 to finance distribution expenses.
"(b) With respect to Service Class shares and Service
Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it
makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are
not interested persons of the Fund, which has formulated and approved
each of its Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans will be
approved by a similarly constituted board of trustees."
6. Deleting the last sentence of section 5.1.
7. Replacing section 5.3 with the following:
"5.3. The Company shall bear the expenses of distributing the
Fund's prospectus and reports to owners of Contracts issued by the
Company. The Fund shall bear the costs of soliciting Fund proxies from
Contract owners, including the costs of mailing proxy materials and
tabulating proxy voting instructions, not to exceed the costs charged
by any service provider engaged by the
Fund for this purpose. The Fund and the Underwriter shall not be
responsible for the costs of any proxy solicitations other than
proxies sponsored by the Fund."
8. Deleting subsection 10.1(h).
9. Replacing the Company's contact information in Article XI with the
following:
"Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park - SC 1335
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇"
10. Deleting Schedule A of the Agreement in its entirety and replacing it
with the Amended Schedule A attached hereto.
11. Deleting Schedule C in its entirety.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures, intending that this Amendment be effective as of the Effective Date
of the Agreement.
SUN LIFE ASSURANCE Company OF CANADA (U.S.)
By: By:
----------------------------------- -----------------------------------
Name: Name:
----------------------------------- -----------------------------------
Title: Title:
----------------------------------- -----------------------------------
VARIABLE INSURANCE PRODUCTS FUND
By:
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By:
-----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND POLICY FORM NUMBERS OF CONTRACTS
DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
-------------------------------------- --------------------------
Sun Life of Canada (U.S.) Variable Account F
July 13, 1989 Futurity II Variable and Fixed Annuity Contract
RP-GR-CONT-98-1
RP-IND-MVA-98-1
Futurity III Variable and Fixed Annuity Contract
RCH-IND-MVA-00-1
RCH-GR-CERT-00-1
RCH-INDMVAPR-00-1
RCH-GRCERT-PR-00-1
Futurity Focus II Variable and Fixed Annuity Contract
FII-IND-MVA-00-1
FII-GR-CERT-00-1
FII-IND-MVAPR-00-1
FII-GR-CERTPR-00-1
Futurity Accolade Variable and Fixed Annuity ▇▇▇▇▇▇▇▇
▇▇-▇▇▇-▇▇▇-▇▇-▇
▇▇-▇▇-▇▇▇▇-▇▇-▇
▇▇-▇▇▇-▇▇▇▇▇-▇▇-▇
▇▇-▇▇-▇▇▇▇▇▇-▇▇-▇
Futurity Select Four Variable and Fixed Annuity Contract
RFF-IND-MVA-00-1
RFF-GR-CERT-00-1
RFF-INDMVAPR-00-1
RFF-GRCERT-PR-00-1
Sun Life of Canada (U.S.) Variable Account I Futurity Protector Variable Universal Life Insurance Policies
December 1, 1998 DBVUL-2001
Futurity Survivorship Variable Universal Life Insurance Policies
SVUL-2001
Futurity Accumulator Variable Universal Life Insurance Policies
CVVUL-2001
Sun Life of Canada (U.S.) Variable Account G Sun Life Corporate VUL
July 25, 1996 VUL-COLI-97
