ADDENDUM TO FUND PARTICIPATION AGREEMENT
This ADDENDUM dated as of May 1, 2000 amends the Fund Participation
Agreement among Sun Life Assurance Company of Canada (U.S.)("Company"),
Xxxxxxxxx Xxxxxx Advisers Management Trust ("Trust"), Advisers Managers Trust
("Managers Trust"), and Xxxxxxxxx Xxxxxx Management Inc. ("NBMI").
WHEREAS, the Company, Trust, Managers Trust, and NBMI are parties to a
Fund Participation Agreement ("Agreement") pursuant to which separate accounts
of the Company invest proceeds from variable annuity and/or variable life
insurance policies in the one or more portfolios of the Trust ("Portfolios");
and
WHEREAS, the Trust, through the Portfolios, currently invests all of
its net investable assets in corresponding series of Managers Trust in a
"master-feeder" structure; and
WHEREAS, the Boards of Trustees of the Trust and Managers Trust have
approved a transaction to eliminate the current master-feeder structure in which
Trust will receive the portfolio securities held by Managers Trust in redemption
of the interests of Managers Trust held by the Trust (this transaction is
referred to as the "In-Kind Redemption"); and
WHEREAS, the In-Kind Redemption is currently scheduled to be effected
on or about May 1, 2000 (the date on which the In-Kind Redemption is effected is
referred to as the "Effective Date"); and
WHEREAS, upon completion of the In-Kind Redemption, the Trust will hold
and invest directly in its own portfolio of securities and Managers Trust will
cease investment operations and be dissolved; and
WHEREAS, the parties wish to amend the Agreement to reflect the In-Kind
Redemption and the elimination of the master-feeder structure.
NOW THEREFORE, effective on the Effective Date, the Trust assumes all
of the rights, obligations, and liabilities of Managers Trust under the
Agreement.
The undersigned hereby consents to the assignment described in the
preceding paragraph.
SUN LIFE ASSURANCE COMPANY ADVISERS MANAGERS TRUST
OF CANADA (U.S.)
By: ___________________________ By: _______________________________
Name: Name:
Title: Title:
XXXXXXXXX XXXXXX ADVISERS XXXXXXXXX XXXXXX
MANAGEMENT TRUST MANAGEMENT INC.
By: ________________________________ By: _______________________________
Name: Name:
Title: Title:
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