Common use of Value Fund Clause in Contracts

Value Fund. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: May 1, 2001 AIM VARIABLE INSURANCE FUNDS Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx Name: P. Xxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary Title: President (SEAL) A I M DISTRIBUTORS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx Name: P. Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) 1 of SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) Attest: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Counsel Title: Vice President, Retirement Products & Services (SEAL) By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Assistant Vice President and Senior Counsel CLARENDON INSURANCE AGENCY, INC. Attest: /s/ Xxxxx Xxxxxx By: /s/ Norton X. Xxxx, XX Name: Xxxxx Xxxxxx Name: Norton X. Xxxx, XX Title: Senior Counsel Title: Assistant Vice President (SEAL) By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Secretary April 27, 2000 Xxx Xxxx Sun Life Assurance Company of Canada (U.S.) , Clarendon Insurance Agency, Inc. 0 Xxxxxx Xxxxx Suite 200 Boston MA 021116 Re: Notice of Assignment and Consent Dear Xx. Xxxx, Sun Life Assurance Company of Canada (U.S.) , Clarendon Insurance Agency, Inc. and AIM Variable Insurance Funds, Inc. are parties to a Participation Agreement dated February 17, 1998 (the “Agreement”.) On May 1, 2000, AIM May 1, 2000, AIM Variable Insurance Funds, Inc., a Maryland corporation, will be reorganized into AIM Variable Insurance Funds, a Delaware business trust. AIM Variable Insurance Funds will succeed to all the rights and obligations of AIM Variable Insurance Funds, Inc. This reorganization will result in a technical change of control of AIM Variable Insurance Funds, Inc. and thus an assignment of the Agreement. Such assignment requires the consent of the parties. Accordingly, AIM Variable Insurance Funds, Inc. requests that you provide your consent to the assignment of the Agreement as described above by signing where indicated below and returning one manually-executed copy of this letter to Xxxxxx Xxxxxx no later than May 8, 2000. This letter shall constitute an amendment to the Agreement effective May 1, 2000. Thank you for your prompt attention and assistance in this matter. If you have any questions, please call Xxxxxxx XxXxxxx at 000-000-0000.

Value Fund. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: May 1, 2001 AIM VARIABLE INSURANCE FUNDS FUNDS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx ------------------------- ----------------------------- Name: P. Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary Title: President (SEAL) A I M AIM DISTRIBUTORS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx ------------------------- ----------------------------- Name: P. Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) 1 of SUN COVA FINANCIAL SERVICES LIFE ASSURANCE INSURANCE COMPANY OF CANADA (U.S.) Attest: /s/ Xxxxx Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx X. Xxxxxxxxx Xxxxxxx ------------------------- ----------------------------- Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Counsel Title: Vice President, Retirement Products & Services (SEAL) By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Assistant Vice President and Senior Counsel CLARENDON INSURANCE AGENCY, INC. Attest: /s/ Xxxxx Xxxxxx By: /s/ Norton X. Xxxx, XX Xxxxxxx Name: Xxxxx Xxxxxx Name: Norton X. Xxxx, XX Xxxxxxx Title: Senior Counsel First Vice President Title: Assistant Vice President (SEAL) COVA LIFE SALES COMPANY, INC. Attest: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx ------------------------- ----------------------------- Name: Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary April 27First Vice President Title: Assistant Vice President (SEAL) AMENDMENT NO. 2 PARTICIPATION AGREEMENT The Participation Agreement (the "Agreement"), 2000 Xxx Xxxx Sun Life Assurance Company of Canada (U.S.) dated December 31, Clarendon Insurance Agency1997, Inc. 0 Xxxxxx Xxxxx Suite 200 Boston MA 021116 Re: Notice of Assignment by and Consent Dear Xx. Xxxx, Sun Life Assurance Company of Canada (U.S.) , Clarendon Insurance Agency, Inc. and among AIM Variable Insurance Funds, Inc. are parties to a Participation Agreement dated February 17, 1998 Funds (the “Agreement”.) On May 1, 2000, AIM May 1, 2000, formerly "AIM Variable Insurance Funds, Inc., a Maryland corporation, will be reorganized into AIM Variable Insurance Funds"), a Delaware business trust. AIM Variable Trust, A I M Distributors, Inc., a Delaware corporation, Cova Financial Services Life Insurance Funds will succeed to all the rights Company, a Missouri life insurance company and obligations of AIM Variable Insurance FundsCova Life Sales Company, Inc. This reorganization will result in a technical change of control of AIM Variable Insurance FundsInc., Inc. and thus an assignment of the Agreement. Such assignment requires the consent of the parties. Accordingly, AIM Variable Insurance Funds, Inc. requests that you provide your consent to the assignment is hereby amended as follows: Schedule A of the Agreement as described above by signing where indicated below is hereby deleted in its entirety and returning one manually-executed copy of this letter to Xxxxxx Xxxxxx no later than May 8, 2000replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE SEPARATE ACCOUNTS CONTRACTS FUNDED BY THE POLICIES UTILIZING THE FUNDS SEPARATE ACCOUNTS ---------------------------------- --------------------------------- --------------------------------- AIM V.I. Capital Appreciation Fund Cova Variable Annuity Account One . This letter shall constitute an amendment to the Agreement effective May 1, 2000CONTRACT FORM #XL-407 AIM V.I. International Equity Fund . Thank you for your prompt attention and assistance in this matterCONTRACT FORM #XL-617 AIM V.I. Value Fund . If you have any questions, please call Xxxxxxx XxXxxxx at 000-000-0000.CONTRACT FORM #CL-407 . CONTRACT FORM #CL-617 AIM V.I. Capital Appreciation Fund Cova Variable Life Account One . CONTRACT FORM #CL-1020 AIM V.I. Value Fund

Value Fund. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: July 1, 1999 AIM VARIABLE INSURANCE FUNDS, INC. Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary Title: President A I M DISTRIBUTORS, INC. Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. Attest: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel Title: Executive Vice President (SEAL) GUARDIAN INVESTOR SERVICES CORPORATION Attest: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel Title: Executive Vice President (SEAL) AMENDMENT NO. 2 PARTICIPATION AGREEMENT The Participation Agreement (the “Agreement”), dated February 2, 1998, by and among AIM Variable Insurance Funds, a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services Corporation, a New York corporation, is hereby amended as follows: Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE POLICIES SEPARATE ACCOUNTS UTILIZING THE FUNDS CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS AIM V.I. Capital Appreciation Fund Separate Account K • Park Avenue Life AIM V.I. Global Utilities Fund AIM V.I. Government Securities Fund AIM V.I. Value Fund Separate Account M • Park Avenue VUL Separate Account E • The Guardian Investor Retirement Asset Manager Variable Annuity Contract Separate Account N • Park Avenue VUL - Millennium Series • Park Avenue SVUL - Millennium Series Separate Account D • Value Guard II - Individual and Group Variable Annuity Contract Separate Account A • Guardian Investor Individual Variable Annuity Contract All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: May 1, 2001 2000 AIM VARIABLE INSURANCE FUNDS FUNDS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: P. Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary Title: President (SEAL) A I M DISTRIBUTORS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx Name: P. Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) 1 THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx Title: Vice President and Counsel Title: Executive Vice President, Equity Products (SEAL) GUARDIAN INVESTOR SERVICES CORPORATION Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx Title: Vice President & Counsel Title: President (SEAL) AMENDMENT NO. 3 PARTICIPATION AGREEMENT The Participation Agreement (the “Agreement”), dated February 2, 1998, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services Corporation, a New York corporation, is hereby amended as follows: Schedule A of SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) the Agreement is hereby deleted in its entirety and replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE POLICIES SEPARATE ACCOUNTS UTILIZING THE FUNDS CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS AIM V.I. Aggressive Growth Fund Separate Account K • Park Avenue Life AIM V.I. Capital Appreciation Fund AIM V.I. Global Utilities Fund AIM V.I. Government Securities Fund Separate Account M • Park Avenue VUL AIM V.I. Growth Fund AIM V.I. Value Fund Separate Account E • The Guardian Investor Retirement Asset Manager Variable Annuity Contract Separate Account N • Park Avenue VUL - Millennium Series • Park Avenue SVUL - Millennium Series Separate Account D • Value Guard II - Individual and Group Variable Annuity Contract Separate Account A • Guardian Investor Individual Variable Annuity Contract Separate Account F • Guardian Variable Annuity Contract All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: August 1, 2000 AIM VARIABLE INSURANCE FUNDS Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxx Title: Senior Counsel Assistant Secretary Title: Vice President, Retirement Products & Services President (SEAL) By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Assistant Vice President and Senior Counsel CLARENDON INSURANCE AGENCYA I M DISTRIBUTORS, INC. Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Norton Xxxxxxx X. Xxxx, XX Xxxx Name: Xxxxx X. Xxxxxx Name: Norton Xxxxxxx X. Xxxx, XX Title: Senior Counsel Xxxx Title: Assistant Vice Secretary Title: President (SEAL) THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxx Name: Xxxxxx Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx Title: Secretary April 27Vice President and Counsel Title: Executive Vice President, 2000 Xxx Xxxx Sun Life Assurance Company of Canada Equity Products (U.S.SEAL) GUARDIAN INVESTOR SERVICES CORPORATION Attest: /s/ Xxxxxxx X. Xxxxxx, Clarendon Insurance Agency, Inc. 0 Xxxxxx Xxxxx Suite 200 Boston MA 021116 Re: Notice of Assignment and Consent Dear Xx. XxxxBy: /s/ Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx, Sun Life Assurance Company of Canada Xx. Name: Xxxxx X. Xxxx Title: Vice President and Counsel Title: President (U.S.SEAL) , Clarendon Insurance Agency, Inc. and AIM Variable Insurance Funds, Inc. are parties to a AMENDMENT NO. 4 PARTICIPATION AGREEMENT The Participation Agreement dated February 17, 1998 (the “Agreement”.) On May 1), 2000dated February 2, AIM May 11998, 2000, AIM Variable Insurance Funds, Inc., a Maryland corporation, will be reorganized into by and among AIM Variable Insurance Funds, a Delaware business trust, A I M Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services Corporation, a New York corporation, is hereby amended as follows: Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE POLICIE S SEPARATE ACCOUNTS UTILIZING THE FUNDS CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS AIM V.I. Aggressive Growth Fund Separate Account K • Park Avenue Life AIM V.I. Capital Appreciation Fund • Park Avenue Life - Millennium Series AIM V.I. Global Utilities Fund AIM V.I. Government Securities Fund AIM V.I. Growth Fund AIM V.I. Value Fund Separate Account M • Park Avenue VUL Separate Account E • The Guardian Investor Retirement Asset Manager Variable Annuity Contract Separate Account N • Park Avenue VUL - Millennium Series • Park Avenue SVUL - Millennium Series Separate Account D • Value Guard II - Individual and Group Variable Annuity Contract Separate Account A • Guardian Investor Individual Variable Annuity Contract Separate Account F • Guardian Variable Annuity Contract All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: December 1, 2000 AIM Variable Insurance Funds will succeed to all VARIABLE INSURANCE FUNDS Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx Title: Assistant Secretary Title: Senior Vice President (SEAL) A I M DISTRIBUTORS, INC. Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx Title: VP & Counsel Title: Executive Vice President Equity Products (SEAL) GUARDIAN INVESTOR SERVICES CORPORATION Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx Title: VP & Counsel Title: President (SEAL) AMENDMENT TO PARTICIPATION AGREEMENT The Participation Agreement (the rights “Agreement”), dated February 2, 1998, by and obligations of among AIM Variable Insurance Funds, Inc. This reorganization will result in a technical change of control of AIM Variable A I M Distributors, Inc., The Guardian Insurance Fundsand Annuity Company, Inc. and thus an assignment of Guardian Investor Services Corporation, (collectively, the “Parties”) is hereby amended as follows. All capitalized terms not otherwise defined in this Amendment, shall have the same meaning as described in the Agreement. Such assignment requires the consent of the parties. Accordingly, AIM Variable Insurance Funds, Inc. requests that you provide your consent to the assignment of the Agreement as described above by signing where indicated below and returning one manually-executed copy of this letter to Xxxxxx Xxxxxx no later than May 8, 2000. This letter shall constitute an amendment to the Agreement effective May 1, 2000. Thank you for your prompt attention and assistance in this matter. If you have any questions, please call Xxxxxxx XxXxxxx at 000-000-0000.

Value Fund. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: May 109-01-00 AIM VARIABLE INSURANCE FUNDS Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx ----------------------------- ------------------------------------ Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Seeretary Title: President (SEAL) AIM DISTRIBUTORS, INC. Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx ----------------------------- ------------------------------------ Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY Attest: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx ----------------------------- ------------------------------------ Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: First Vice President Title: Vice President (SEAL) COVA LIFE SALES COMPANY, INC. Attest: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxx ----------------------------- ------------------------------------ Name: Xxxxx Xxxxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President Title: President (SEAL) AMENDMENT NO. 3 PARTICIPATION AGREEMENT The Participation Agreement (the "Agreement"), dated December 31, 1997, by and among AIM Variable Insurance Funds, a Delaware Trust, AIM Distributors, Inc., a Delaware corporation, MetLife Investors Insurance Company (formerly Cova Financial Services Life Insurance Company), a Missouri life insurance company and Cova Life Sales Company, Inc., is hereby amended as follows: It is agreed that effective March 22, 2001, MetLife Investors Distribution Company will assume the duties and responsibilities as principal underwriter of the contracts and become a party to this agreement in place of Cova Life Sales Company. Schedule A of the Agreement is hereby deleted in its entirely and replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE SEPARATE ACCOUNTS CONTRACTS FUNDED BY THE POLICIES UTILIZING THE FUNDS SEPARATE ACCOUNTS ---------------------------------- ---------------------------------- -------------------------------- AIM V.I. Capital Appreciation Fund MetLife Investors Variable Annuity . CONTRACT FORM #XL-407 AIM V.I. International Equity Fund Account One . CONTRACT FORM #XL-617 AIM V.I. Value Fund MetLife investors Variable Life . CONTRACT FORM #CL-407 Account One . CONTRACT FORM #CL-617 . CONTRACT FORM #CL-1020 . CONTRACT FORM #CL-4155 . CONTRACT FORM #CLP001 . CONTRACT FORM #CLP002 . CONTRACT FORM #7010 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective Date: February 12, 2001 AIM VARIABLE INSURANCE FUNDS Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx ----------------------------- ------------------------------------ Name: P. Xxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary Seeretary Title: President (SEAL) A I M AIM DISTRIBUTORS, INC. Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx ----------------------------- ------------------------------------ Name: P. Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Title: Assistant Secretary Title: President (SEAL) 1 of SUN LIFE ASSURANCE METLIFE INVESTORS INSURANCE COMPANY OF CANADA (U.S.) Attest: /s/ Xxxxx Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx ----------------------------- ------------------------------------ Name: Xxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Counsel Vice President Title: Vice President, Retirement Products & Services Ex. V.P. (SEAL) By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Assistant Vice President and Senior Counsel CLARENDON INSURANCE AGENCYCOVA LIFE SALES COMPANY, INC. Attest: /s/ Xxxxx Xxxxxx X. Xxxxxx By: /s/ Norton Xxxxxxx X. Xxxx, XX Xxxxxxx ----------------------------- ------------------------------------ Name: Xxxxx Xxxxxx X. Xxxxxx Name: Norton Xxxxxxx X. Xxxx, XX Xxxxxxx Title: Senior Counsel Vice President Title: Assistant Vice President Ex. V.P. (SEAL) ByMETLIFE INVESTORS DISTRIBUTION COMPANY Attest: /s/ Xxxxxx X. Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx ----------------------------- ------------------------------------ Name: Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary April 27, 2000 Xxx Xxxx Sun Life Assurance Company of Canada (U.S.) , Clarendon Insurance Agency, Inc. 0 Xxxxxx Xxxxx Suite 200 Boston MA 021116 ReSenior Vice President Title: Notice of Assignment and Consent Dear XxEx. Xxxx, Sun Life Assurance Company of Canada (U.S.) , Clarendon Insurance Agency, Inc. and AIM Variable Insurance Funds, Inc. are parties to a Participation Agreement dated February 17, 1998 (the “Agreement”.) On May 1, 2000, AIM May 1, 2000, AIM Variable Insurance Funds, Inc., a Maryland corporation, will be reorganized into AIM Variable Insurance Funds, a Delaware business trust. AIM Variable Insurance Funds will succeed to all the rights and obligations of AIM Variable Insurance Funds, Inc. This reorganization will result in a technical change of control of AIM Variable Insurance Funds, Inc. and thus an assignment of the Agreement. Such assignment requires the consent of the parties. Accordingly, AIM Variable Insurance Funds, Inc. requests that you provide your consent to the assignment of the Agreement as described above by signing where indicated below and returning one manually-executed copy of this letter to Xxxxxx Xxxxxx no later than May 8, 2000. This letter shall constitute an amendment to the Agreement effective May 1, 2000. Thank you for your prompt attention and assistance in this matter. If you have any questions, please call Xxxxxxx XxXxxxx at 000-000-0000.V.P.