Unassociated Document

RESOLVED, that pursuant to the provisions of Delaware Insurance Laws, and any regulations promulgated thereunder by the Delaware Commissioner of Insurance, the board of directors of the Company approves the Agreement and Plan of Reorganization (the “Agreement”) in the form presented and authorizes the conversion of the Company’s Money Market Variable Account which is registered as a managed separate account under the Investment Company Act of 1940 (“1940 Act”) into a sub-account of a unit investment trust which will also be registered under the 1940 Act and will be known as “Sun Life of Canada (U.S.) Variable Account L,” which will be used for the purpose of allocating thereto any amounts paid to or held by the Company in connection with the issuance of variable annuity contracts (the "Contracts");

FURTHER RESOLVED, that Sun Life of Canada (U.S.) Variable Account L will initially contain five additional sub-accounts which will hold the assets previously held by the Company’s High Yield, Capital Appreciation, Global Governments, Government Securities and Total Return Variable Accounts;

FURTHER RESOLVED, that the President and any Vice President of the Company, or any of them, (herein "Officers") be, and they each hereby are, severally authorized and directed, in conjunction with the Company’s independent certified public accountants, legal counsel, independent consultants and/or such others as they may deem appropriate, to take such actions as they deem necessary or appropriate to:

(5) Comply with the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act and all other applicable federal laws and regulations in connection with the offering of the Contracts for sale and the operation of Sun Life of Canada (U.S.) Variable Account L, including the submission of requests for "no-action" letters, the filing of any registration statements, amendments to registration statements, notification of registration statements, proxy statements, any undertakings, and any applications for exemptions; and

(6) Offer and sell the Contracts, including making any registrations, filings and qualifications of the Company, its officers, agents and employees, Sun Life of Canada (U.S.) Variable Account L, and of the Contracts, under the insurance and securities laws of any state or any other jurisdiction, and in connection therewith to prepare, execute, deliver and file all such applications, reports, covenants, resolutions, applications for exemptions, irrevocable written consents to service of process and other papers and instruments as may be required under such laws, and to take any and all further actions, such as appointing appropriate persons as agents as may be required by state insurance and securities laws, which the Officers or legal counsel may deem necessary or appropriate to maintain such registrations, filings, or qualifications for as long as the Officers or legal counsel deem it to be in the best interest of Sun Life of Canada (U.S.) Variable Account L and the Company;

FURTHER RESOLVED, that Sun Life of Canada (U.S.) Variable Account L shall be divided into sub-accounts so that each sub-account may invest in the units or shares of designated investment companies or series and classes thereof ("Permissible Investments") with the net payments received under the Contracts as directed by the owners of the Contracts;

FURTHER RESOLVED, that amounts allocated to Sun Life of Canada (U.S.) Variable Account L or any sub-account thereof, and any accumulations thereon, may be invested or reinvested in Permissible Investments without regard to any requirements or limitations prescribed by the laws of the State of Delaware governing the investments of life insurance companies; provided, that except with the approval of the Delaware Commissioner of Insurance, no reserves for:

FURTHER RESOLVED, that the Officers be, and they each hereby are, severally authorized and directed to take such actions as they deem necessary or appropriate in accordance with applicable laws and regulations to facilitate the commencement and continued operation of Sun Life of Canada (U.S.) Variable Account L, including but not limited to investing cash in Sun Life of Canada (U.S.) Variable Account L or in any sub-account thereof in compliance with applicable tax laws, and transferring cash or securities from time to time between the general account of the Company and Sun Life of Canada (U.S.) Variable Account L so long as such transfers are consistent with the terms of the Contracts;

(2) With Clarendon Insurance Agency, Inc. or any other qualified entity, under which Clarendon Insurance Agency, Inc. or such other entity will be appointed principal underwriter and distributor for the Contracts; and

(3) With one or more qualified banks or other qualified entities including the Company or any of its affiliates to provide administrative and/or custodial services in connection with the establishment and maintenance of Sun Life of Canada (U.S.) Variable Account L and the design, issuance and administration of the Contracts;

FURTHER RESOLVED, that the income, gains and losses, whether realized or not, from assets allocated to Sun Life of Canada (U.S.) Variable Account L or any sub-account thereof, are in accordance with the issuance of any Contract, credited to or charged against Sun Life of Canada (U.S.) Variable Account L or such sub-account without regard to other income, gains or losses of the Company, or any other sub-account of such separate account, and, to the extent permitted by law, are not subject to the general claims of creditors, including under circumstances of insolvency or rehabilitation;

FURTHER RESOLVED, that the President and any Vice President of the Company are duly appointed as agents for service of process under registration statements on applications and are duly authorized to receive communications and notices from the Securities and Exchange Commission with respect thereto and exercise any powers given to such agents by the rules and regulations under the 1933 Act and applicable state law;

FURTHER RESOLVED, that any form of corporate resolution required by any state or other jurisdiction in connection with any filing, registration, or approval as contemplated in these resolutions is hereby adopted and the Officers and the Secretary of the Company be, and they each hereby are, severally authorized and directed to certify to the adoption thereof by this board;

FURTHER RESOLVED, that the Officers be, and they each hereby are, severally authorized and directed to establish such procedures as they deem necessary or appropriate in accordance with applicable laws or regulations for providing to the extent provided by law a pass-through of voting rights for owners of the Contracts with respect to the shares of an investment company or companies, attributable to them, owned by Sun Life of Canada (U.S.) Variable Account L;

FURTHER RESOLVED, that the following general Standard of Suitability, which expresses the policy of the Company with respect to determining the suitability for applicants be adopted: No recommendations shall be made to a potential applicant to purchase a Contract and no Contract shall be issued in the absence of reasonable grounds to believe that the purchase of same is not unsuitable for such applicant on the basis of information furnished after reasonable inquiry of such applicant concerning the applicant’s insurance and investment objective, financial situation and needs, and any other information known to the Company or to the sales representative making the recommendations;

FURTHER RESOLVED, that the following binding Standards of Conduct applicable to the Company, its officers, directors, employees, and affiliates ("Persons") with respect to the purchase and sale of investments of Sun Life of Canada (U.S.) Variable Account L be adopted:

(2) No Person, directly or indirectly, shall, in connection with any transaction (a) employ any device, scheme or artifice to defraud Sun Life of Canada (U.S.) Variable Account L, (b) make to Sun Life of Canada (U.S.) Variable Account L any untrue statement of a material fact or omit to state to Sun Life of Canada (U.S.) Variable Account L a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, (c) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon Sun Life of Canada (U.S.) Variable Account L, or (d) engage in any manipulative practice with respect to Sun Life of Canada (U.S.) Variable Account L;

(3) No Person shall accept, directly or indirectly, any gift, favor, service, or anything of value from any broker, dealer or other person which could be construed as being compensation for causing Sun Life of Canada (U.S.) Variable Account L to engage in any transaction with such broker, dealer or other person; and

(4) Each Person shall keep confidential all information regarding past or future transactions, investment programs and studies of Sun Life of Canada (U.S.) Variable Account L, except as may be required by applicable law or as approved by the Board of Directors of the Company;

FURTHER RESOLVED, that the Officers be, and they each hereby are, severally authorized and directed to take such actions as they deem necessary or appropriate, including executing and delivering such agreements and other documents, to carry out and enforce the foregoing resolutions and the intent and purposes thereof.