EXHIBIT NO. 99.4 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 19th, 2011 • MFS Variable Insurance Trust Ii
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 17, 2011 (the “Plan”), among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) (“Sun Life”), a Delaware corporation, Money Market Variable Account, Global Governments Variable Account, Capital Appreciation Variable Account, Total Return Variable Account, High Yield Variable Account and Government Securities Variable Accounts (each an “Account” and collectively the “Variable Accounts” or the “Acquired Accounts”), managed separate accounts of Sun Life, and MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (the “Trust”).
Re: Agreement and Plan of Reorganization dated as of November 17, 2011 (the “Plan”) related to the transfer of the assets of the Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities...Agreement and Plan of Reorganization • December 19th, 2011 • MFS Variable Insurance Trust Ii
You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Accounts and the Acquiring Funds that will consist of the restructuring of the Acquired Accounts as a unit investment trust (the “New UIT”) with sub-accounts corresponding to each Acquired Account, which restructuring will occur simultaneously with the following transactions: (i) the transfer of all of the assets of each Acquired Account to its respective Acquiring Fund in exchange solely for shares of the corresponding Acquiring Fund which shares will be received by the corresponding sub-account of the New UIT, and (ii) the assumption by each Acquiring Fund of the corresponding Acquired Account’s liabilities (other than liabilities associated with insurance obligations that will be assumed by the corresponding sub-accounts of the New UIT). All terms used herein, unless otherwise defined, are used as defined in the Agreement.
