EXHIBIT (8)(e)(i) FIRST AMENDMENT TO PARTICIPATION AGREEMENT Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund II and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated December...
EXHIBIT (8)(e)(i)
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund II 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. Replacing Section 2.11 in its entirety with the following:
2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5million. The Company agrees that any amounts received under such bond or coverage in connection with claims that arise from the arrangements described in this Agreement will be held by the Company for the benefit of the Fund. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies.
7.
Deleting the last sentence of section 5.1.
8. 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."
9. Replacing section 8.2(a)(v) with the following:
(a) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Fund, as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
10.
Deleting subsection 10.1(h).
11.
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
Xxxxxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx"
10. 2. 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:
Name:
Title:
By:
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUND II
By:
Xxxxxx X. Xxxxx
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By:
Xxxx Xxxxxxx
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 Futurity III Variable and Fixed Annuity Contract
July 13, 1989 RCH-IND-MVA-00-1
XXX-XX-XXXX-00-0
XXX-XXXXXXXX-00-0
XXX-XXXXXX-XX-00-0
Futurity Focus II Variable and Fixed Annuity Contract
RC-MVA-CONT-96
RC-MVA-CERT-96
Futurity Accolade Variable and Fixed Annuity Xxxxxxxx
XX-XXX-XXX-00-0
XX-XX-XXXX-00-0
XX-XXX-XXXXX-00-0
XX-XX-XXXXXX-00-0
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
CVZUL-2001
