EXHIBIT NO. 99.5
MARKETING COORDINATION AGREEMENT
THIS MARKETING COORDINATION AGREEMENT is entered into as of the 1st day of
January 1998 by and among Sun Life Assurance Company of Canada (U.S.) ("Sun Life
(U.S.)"), a Delaware corporation, Clarendon Insurance Agency, Inc.
("Clarendon"), a Massachusetts corporation, and MFS Fund Distributors, Inc.
("MFD"), a Delaware corporation.
WITNESSETH
WHEREAS Sun Life (U.S.) proposes to issue and offer for sale certain
Insurance and Annuity Contracts (the "Plans"), some of which are and others of
which are not deemed to be securities under the Securities Act of 1933, as
amended; and
WHEREAS, Clarendon is registered as a broker-dealer with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and is a member of the National Association of
Securities Dealers, Inc. (the "NASD"); and
WHEREAS Clarendon proposes to serve as general distributor with respect to
these Plans; and
WHEREAS, MFD is registered as a broker-dealer with the SEC under the 1934
Act and is a member of the NASD; and
WHEREAS MFD proposes to assist Clarendon by coordinating the marketing of
the Plans.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by all parties, the parties hereto
agree as follows:
I. THE PLANS
A. TYPE OF PLANS
The Plans issued by Sun Life (U.S.) to which this Agreement applies are
listed in Exhibit A. Exhibit A may be amended from time to time as agreed upon
by Sun Life (U.S.), Clarendon and MFD.
B. SUSPENSION/RESTRICTION
Sun Life (U.S.) may, at its sole discretion, suspend or restrict in any
manner the sale or method of distribution of all or any of the Plans, including
sales by all or any individuals licensed to sell Sun Life (U.S.)'s products. If
any suspension or restriction is required by any regulatory authority having
appropriate jurisdiction, written notice shall be given to Clarendon and MFD
immediately upon receipt by Sun Life (U.S.) of notice of such required
suspension or restriction.
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In all other cases, Sun Life (U.S.) will provide at least thirty (30) days'
prior written notice to Clarendon and MFD of any such suspension or restriction.
C. PLAN CHANGES
Sun Life (U.S.) may, at its sole discretion, amend, add or delete features
of any or all of the Plans. In the event of any such amendment, addition or
deletion, Sun Life (U.S.) will provide written notice of such change to
Clarendon and MFD. If the change is required by any regulatory authority having
appropriate jurisdiction, written notice shall be given to Clarendon and MFD
immediately upon receipt by Sun Life (U.S.) of notice of such required change.
In all other cases, written notice shall be given to Clarendon and MFD at least
thirty (30) days prior to the effective date of such change.
II. MARKETING COORDINATION AND SALES ADMINISTRATION
A. DISTRIBUTION AGREEMENTS
Clarendon will distribute the Plans pursuant to one of four different
standard types of agreements with financial intermediaries (collectively
referred to as "Distribution Agreements"). Copies of the Distribution Agreements
are attached as Exhibits B, C, D and E, respectively. Clarendon shall negotiate
all Distribution Agreements on behalf of Sun Life (U.S.) and all such
Distribution Agreements shall be substantially in the form of the Distribution
Agreements attached as Exhibits B, C, D and E, respectively, unless otherwise
agreed by Sun Life (U.S.). No Commission Schedule attached to any Distribution
Agreement may provide for commission payments in excess of specified maximums
established from time to time by Sun Life (U.S.). Clarendon shall retain copies
of all executed Distribution Agreements and all correspondence, memoranda and
other documents relating to the Distribution Agreements.
B. AGENTS
1. APPOINTMENT AND TERMINATION OF AGENTS
(a) Sun Life (U.S.) hereby designates Clarendon as its agent to appoint and
dismiss individuals as agents of Sun Life (U.S.) in those jurisdictions in
which Sun Life (U.S.) transacts an insurance business. Sun Life (U.S.)
reserves the right to terminate any and all such designations by Clarendon
as its agent and will provide written notice of any such termination to
Clarendon and MFD concurrently with notice to the particular regulatory
authority.
(b) Appointments and/or dismissals of individuals as agents of Sun Life
(U.S.) shall be made on forms supplied by regulatory authorities having
jurisdiction or by Sun Life (U.S.), as the case may be. All such
appointments and dismissals shall be subject to all applicable laws, rules
and regulations and to such written instructions and rules as Sun Life
(U.S.) may establish from time to time and provide to Clarendon. Clarendon
shall retain copies of all completed forms appointing and/or dismissing
agents and all related correspondence, memoranda and other documents.
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(c) Clarendon shall prepare a Licensing and Appointment Guide which will
set forth the then current requirements for licensing and appointment of
agents in those jurisdictions where Sun Life (U.S.) transacts an insurance
business. Sun Life (U.S.) shall approve the Guide and also prepare periodic
updates of the Guide.
(d) Clarendon shall maintain current lists of agents of Sun Life (U.S.)
which it has appointed.
(e) Sun Life (U.S.) shall pay all necessary licensing and appointment fees
(initial and renewal) and other expenses of any type incurred by Clarendon
with respect to Clarendon's licensing and appointment of individuals as
general agents or agents of Sun Life (U.S.).
(f) Clarendon shall be responsible for determining that any individual
soliciting applications for Plans is: (i) properly licensed with state
insurance regulatory authorities; (ii) appointed as an agent of Sun Life
(U.S.); (iii) properly licensed, to the extent necessary, under all
applicable securities laws; (iv) associated as a registered representative
with a broker-dealer registered under the 1934 Act and a NASD member and
which has executed a Distribution Agreement (in the case of Plans which are
deemed to be securities under the 1934 Act); and (v) covered by a fidelity
bond which provides for claim payments to be made to Sun Life (U.S.).
2. TRAINING OF AGENTS/REGISTERED REPRESENTATIVES
MFD shall assist Clarendon in training agents of Sun Life (U.S.) which have
been appointed by Clarendon to solicit applications for the Plans.
3. SUPERVISION OF AGENTS/REGISTERED REPRESENTATIVES
Clarendon shall coordinate the supervision of agents of Sun Life (U.S.)
associated with broker-dealers in connection with the offering and sale of
the Plans. Clarendon will establish such rules and procedures as may be
necessary to insure proper supervision of the agents/registered
representatives.
4. SALES ASSISTANCE TO AGENTS/REGISTERED REPRESENTATIVES
MFD shall provide sales assistance to agents of Sun Life (U.S.) who have
been appointed by Clarendon. This sales assistance shall include, without
limitation, assistance from MFD's field representatives as well as from
MFD's home office personnel. MFD shall also prepare sales promotional
programs for the Plans and assist the agents in utilizing such programs. In
addition, MFD shall provide agents with sufficient quantities of sales
promotional materials, sample Plans, applications and any necessary service
forms.
5. PAYMENT OF COMMISSIONS TO AGENTS/REGISTERED REPRESENTATIVES
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All commission payments required to be made pursuant to the Distribution
Agreements shall be made by Clarendon, as agent for Sun Life (U.S.), or by
Sun Life (U.S.). If such payments are made by Clarendon, Sun Life (U.S.)
will fund a commission account which Clarendon may draw upon to make these
payments.
C. SALES MATERIAL AND OTHER DOCUMENTS
1. MFD'S RESPONSIBILITIES.
MFD shall be responsible for the design, preparation and printing of all
promotional material to be used in the distribution of the Plans.
2. SUN LIFE (U.S.)'S RESPONSIBILITIES
(a) Sun Life (U.S.) shall provide Clarendon and MFD with applications and
sample Plans for sales training purposes, all in sufficient quantities for
use by agents.
(b) Sun Life (U.S.) shall be responsible for the approval of promotional
material by state and other local insurance regulatory authorities.
3. SUN LIFE (U.S.)'S RIGHT TO APPROVE
Sun Life (U.S.) shall have the right to review and approve or disapprove
sales promotional material proposed by MFD or in use and reserves the right
to require modification of any such material or forms to comply with
applicable laws, rules and regulations.
D. ADVERTISING
MFD shall not print, publish or distribute any advertisements, circulars or
other documents relating to the Plans or to Sun Life (U.S.) unless such
advertisement, circular or document shall have been approved in writing by Sun
Life (U.S.). Neither Sun Life (U.S.) nor any of its agents or affiliates shall
print, publish or distribute any advertisement, circular or other document
relating to the Plans or to MFD unless such advertisement, circular or document
shall have been approved in writing by MFD. However, nothing herein shall
prohibit any person from advertising annuities in general or on a generic basis.
E. SALES RECORDS; PRODUCTION REPORTS
Clarendon, or Sun Life (U.S.) as agent for Clarendon, shall prepare and
maintain sales records, production data and production reports and such other
reports and materials relative to the marketing and distribution of Plans as may
be necessary or appropriate in the furtherance of Sun Life (U.S.)'s insurance
business.
III. ADMINISTRATION OF THE PLANS
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A. APPOINTMENT AND DUTIES OF PLAN ADMINISTRATOR
Clarendon is hereby appointed by Sun Life (U.S.) as Plan Administrator with
respect to the sale and servicing of Plans. Clarendon shall be responsible as
Plan Administrator for performing in a timely and proper manner those
administrative functions as may be allocated to it from time to time by Sun Life
(U.S.). Clarendon shall perform all such functions in accordance with such
administrative standards, practices and procedures as may be established from
time to time by Sun Life (U.S.). Clarendon may delegate some or all of its Plan
Administration duties to Sun Life (U.S.) or to any affiliate of Sun Life (U.S.).
B. PLAN FORMS AND APPLICATIONS
Sun Life (U.S.) shall be responsible for the design, preparation and
printing of Plans, applications for Plans and forms becoming part of the Plans,
and shall provide MFD with Plans and other necessary forms in sufficient
quantities for issuance to Plan owners.
C. SERVICE FORMS
Clarendon shall be responsible for the design, printing and approval of
service forms not included under B above, which the parties jointly determine to
be necessary in conjunction with the sale or servicing of the Plans. Clarendon
agrees to provide Sun Life (U.S.) with copies of all service forms prior to
their initial use, and to amend or change any such form upon request by Sun Life
(U.S.).
IV. COMPENSATION
A. AMOUNT AND TIME OF PAYMENT
For performing the marketing coordination services set forth in this
Agreement, MFD will be compensated by Sun Life (U.S.) as set forth in the
attached Exhibit F - Schedule of Fees. Sun Life (U.S.) will pay all compensation
due to MFD hereunder on a monthly basis, in accordance with such Schedule of
Fees.
B. CHANGES IN COMPENSATION
Compensation payable under this Agreement may be increased or decreased to
reflect any changes in MFD's marketing coordination responsibilities. The
Schedule of Fees may be amended or changed only upon mutual agreement of the
parties as to amount and effective date.
C. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving MFD the right to
incur any indebtedness on behalf of Sun Life (U.S.). However, Sun Life (U.S.)
may offset amounts owed it by MFD under this Agreement against amounts payable
to MFD for any reason; and MFD may offset amounts owed to it by Sun Life (U.S.)
under this Agreement against any amounts payable to Sun Life (U.S.) for any
reason.
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V. OTHER PROVISIONS
A. PRODUCT DEVELOPMENT
MFD and Clarendon shall assist Sun Life (U.S.) in the design and
development of life insurance and annuity products for distribution pursuant to
the Distribution Agreements. This assistance shall include conducting market
research studies as reasonably requested by Sun Life (U.S.), providing
consulting services with respect to product design, and assisting in the
development of sales training, sales promotional and advertising material
relating to new insurance and annuity products. MFD and Clarendon acknowledge
that all such studies and materials are the property of Sun Life (U.S.).
B. OWNERSHIP OF BUSINESS RECORDS
Sun Life (U.S.) shall own all Plan records, tax records, payment records,
Plan descriptions, appointment records, agents lists and other similar Plan
records maintained by Clarendon, either on paper or in machine-readable form,
pertaining to the duties and responsibilities of Clarendon and MFD under this
Agreement. Such records shall be delivered to Sun Life (U.S.) promptly after
Sun's reasonable request therefor. Clarendon will maintain all records and
accounts in accordance with Sun Life (U.S.)'s standards or requirements, as
communicated from time to time by Sun Life (U.S.) to Clarendon, or otherwise in
accordance with generally accepted industry procedures. At Sun Life (U.S.)'s
reasonable request, Clarendon will make any such records available to Sun Life
(U.S.)'s auditors or to any governmental authority having jurisdiction over Sun
Life (U.S.).
C. APPROVAL OF PRACTICES AND PROCEDURES
Sun Life (U.S.) shall have the right to review and approve the standards,
practices and procedures utilized by Clarendon and MFD in fulfilling their
respective obligations under the Agreement. Sun Life (U.S.) reserves the right,
from time to time, to prescribe reasonable rules and regulations respecting the
conduct of the business covered hereby.
D. COMPLAINTS
1. Clarendon and MFD shall immediately forward to Sun Life (U.S.) any
complaints received by them relating to any Plan.
2. In the case of complaints or inquiries relating to the Plans distributed
pursuant to the Distribution Agreements, Sun Life (U.S.) may, at its
option, request Clarendon or MFD to investigate and/or respond to such
complaints or inquiries. In such instances, Clarendon or MFD, as
applicable, shall promptly forward to Sun Life (U.S.) copies of all
material relating to such investigations and/or responses.
E. LIMITATIONS ON AUTHORITY
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MFD and Clarendon shall have authority only as expressly granted in this
Agreement. No party to this Agreement shall enter into any proceeding in a court
of law or before a regulatory agency in the name of any other party, without the
express written consent of that party. If any legal or administrative
proceedings are commenced against any party arising out of the obligations,
duties or services performed under this Agreement by any third party or any
federal, state or other governmental or regulatory authority, that party, as the
case may be, shall immediately notify the other parties of this fact.
VI. GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
X. XXXX
Clarendon will maintain whatever bond as may be required by Sun Life
(U.S.), and such bond shall be of a type and amount and issued by a reputable
company, all as approved by Sun Life (U.S.).
C. BINDING EFFECT; ENTIRE AGREEMENT
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns. This Agreement,
including all Exhibits and Schedules hereto, constitutes the sole and entire
understanding of the parties with respect to the marketing coordination services
to be provided by MFD with respect to the Plans and supersedes all prior oral or
written agreements between or among the parties with respect to such services.
D. INDEMNIFICATION
Each party hereby agrees to release, indemnify and hold harmless the other
parties, and their respective affiliates, officers, directors, employees, agents
and representatives, from and against any claims or liabilities to third parties
to the extent resulting from such party's breach of this Agreement.
E. NOTICES
All notices, requests, demands and other communication under this Agreement
shall be in writing, and shall be deemed to have been given on the date of
service if served personally on the party to whom notice is to be given, or on
the date of mailing, if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed as follows:
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TO SUN LIFE (U.S.):
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000
ATTENTION: XXXXXX X. XXXXXX
TO MFD:
MFS Fund Distributors, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
ATTENTION: XXXXXXX X. XXXXX, XX.
TO CLARENDON:
c/o Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000
ATTENTION: XXXXXX X. XXXXXX
F. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
G. COMPLIANCE
All parties agree to observe and comply with all applicable federal, state
and local laws, rules and regulations.
H. TERMINATION
This Agreement may be terminated by any of the parties upon sixty (60)
days' prior written notice to the other parties or upon 30 days written notice
to the other parties in the event of a material breach of any provision of this
Agreement.
In WITNESS WHEREOF, each of the undersigned parties has executed this
Agreement, by its duly authorized officers, as of the date first set forth
above.
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By:
----------------------------------------
Name:
8
Title:
By:
----------------------------------------
Name:
Title:
CLARENDON INSURANCE AGENCY, INC.
By:
----------------------------------------
Name:
Title:
MFS FUND DISTRIBUTORS, INC.
By:
----------------------------------------
Name:
Title:
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EXHIBIT A
LIST OF PLANS ISSUED BY SUN LIFE (U.S.)
Regatta Gold (U.S.)
Regatta Classic (U.S.)
Regatta (NY)
Regatta Gold (NY)
Compass I (U.S.)
Compass II (U.S.)
Compass III (U.S.)
Compass I (NY)
Compass II (NY)
Compass III (NY)
Compass Group (U.S.)
Horizon I (U.S.)
Horizon Plus (U.S.)
Horizon V (U.S.)
Horizon Plus (NY)
Regatta Q
Spectrum (Nationwide)
Select (Northwestern Mutual Life)
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EXHIBIT B
FORM OF SALES OPERATIONS AND GENERAL AGENTS AGREEMENT
[to be attached]
EXHIBIT C
FORM OF BROKER-DEALER SUPERVISORY AND SERVICE AGREEMENT
[to be attached]
EXHIBIT D
FORM OF REGISTERED REPRESENTATIVE'S AGENTS AGREEMENT
[to be attached]
EXHIBIT E
FORM OF GENERAL AGENTS AGREEMENT
[to be attached]
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EXHIBIT F
SCHEDULE OF FEES
[to be attached]
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EXHIBIT A
LIST OF PLANS ISSUED BY SUN LIFE (U.S.)
Regatta Gold (U.S.)
Regatta Classic (U.S.)
Compass I (U.S.)
Compass II (U.S.)
Compass III (U.S.)
Compass Group (U.S.)
Horizon I (U.S.)
Horizon Plus (U.S.)
Horizon V (U.S.)
Regatta Q
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
GENERAL AGENT hereby certifies to Sun Life of Canada (U.S.) that all the
following requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of Sun Life of Canada
(U.S.) submitted by GENERAL AGENT, GENERAL ATENT will, upon request, forward
proof of compliance with same to Sun Life of Canada (U.S.) in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identify, residence and business reputation and
declare that each applicant is personally known to us, has been
examined by us, is known to be of good moral character, has a good
business reputation, is reliable, is financially responsible and is
worthy of a license. Each individual is trustworthy, competent and
qualified to act as an agent for Sun Life of Canada (U.S.) to hold
himself out in good faith to the general public. We vouch for each
applicant.
2. We have on file a X-000, X-000, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative
requirements for the registration of each applicant as a registered
representative through our NASD member firm, and each applicant is
presently registered as an NASD registered representative.
The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license and all the
findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the
specific state each applicant is requesting a license in, and that, all
such persons have fulfilled the appropriate examination, education and
training requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a
license, we certify that those items forwarded to Sun Life of Canada
(U.S.) are those of the applicant and the securities registration is a
true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with
Sun Life of Canada (U.S.) in order to place insurance chiefly and
solely on his life or property, lives or property of his relatives, or
property or liability of his associates.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
7. We will not permit any applicant to transact insurance as an agent
until duly licensed therefore. No applicants have been given a contract
or furnished supplies, nor have any applicants been permitted to write,
solicit business, or act as an agent in any capacity, and they will not
be so permitted until the certificate of authority or license applied
for is received.
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TYPE 1 EXHIBIT B
ONE SIGNED AND AUTHORIZED COPY OF THIS AGREEMENT,
PLUS A FULLY COMPLETED COMMISSION SCHEDULE SHOULD
BE RETURNED TO:
SUN LIFE ANNUITY SERVICE CENTER
X.X. XXX 0000
XXXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
ONE SUN LIFE EXECUTIVE PARK WILMINGTON, DELAWARE SUN LIFE ANNUITY
XXXXXXXXX XXXXX, XXXXXXXXXXXXX 00000 SERVICE CENTER
X.X. XXX 0000
XXXXXX, XXXXXXXXXXXXX 00000
SALES OPERATIONS AND GENERAL AGENT AGREEMENT
AGREEMENT by and between Sun Life Assurance Company of Canada (U.S.)
(hereinafter referred to as Sun Life of Canada (U.S., a Delaware Corporation;
Clarendon Insurance Agency, Inc. (hereinafter referred to as Clarendon), a
registered broker-dealer with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers Inc.; and ______________________(hereinafter referred to as
Broker-dealer), also a registered broker-dealer with the Securities and Exchange
Commission under the Securities Act of 1934 and a member of the National
Association of Securities Dealers Inc.; and ______________________(hereinafter
referred to as the General Agent), as follows:
I WITNESSETH
WHEREAS, Sun Life of Canada (U.S.) has agreed with General Agent to have
General Agent's insurance agents (herein-after referred to as sub-agents)
solicit and sell those certain Insurance and Annuity Plans, more particularly
described in this Agreement; and, because certain of said Plans may be deemed to
be securities under the Securities Act of 1933 and applicable state laws, Sun
Life of Canada (U.S.) desires that the sub-agents be associated with
Broker-dealer and Broker-dealer hereby covenants that each such sub-agent is
registered as its registered representative with the National Association of
Securities Dealers Inc. (hereinafter referred to as NASD) and may engage in the
offer or sale of such of the Plans which constitute a security under federal or
state law; and
WHEREAS, Sun Life of Canada (U.S.) has agreed with Clarendon that Clarendon
shall be responsible for the training and supervision of such sub-agents, with
respect to the solicitation and offer or sale of any of said Plans which
constitute a security under federal and state law, and also for the training and
supervision of any other "persons associated" with Broker-dealer who are engaged
directly or indirectly therewith; and Clarendon wishes to, and hereby does,
delegate, to the extent legally permitted, said supervisory duties to Broker-
dealer, who hereby agrees to accept such delegation; and
WHEREAS, Sun Life of Canada (U.S.) has agreed with General Agent that
General Agent will limit solicitations to those jurisdictions where it has been
duly licensed to solicit sales of life insurance policies, fixed annuity, and
variable annuity contracts and General Agent agrees to provide Sun Life of
Canada (U.S.) with a list of such jurisdictions and agrees further to notify Sun
Life of Canada (U.S.) of any change to such list; and General Agent hereby
agrees that General Agent shall be responsible for the training and supervision
of such sub-agents with respect to the solicitation and sale of any of said
Plans which are regulated by the jurisdiction's insurance department or similar
regulatory agency; and
WHEREAS, Sun Life of Canada (U.S.) has established life insurance and
annuity plans for use with groups and for individuals and Sun Life of Canada
(U.S.) agrees to furnish to General Agent and to keep current a list of the
types of plans, (hereinafter referred to as the "Plans") which Sun Life of
Canada (U.S.) has available for offering by the General Agent.
NOW THEREFORE, in consideration of the premisses and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
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II APPOINTMENT OF GENERAL AGENT FOR INSURANCE AND ANNUITY PLANS
A. APPOINTMENT
Sun Life of Canada (U.S.) hereby appoints General Agent as
a general agent of Sun Life of Canada (U.S.) for the solicitation of sales of
the Plans.
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III AUTHORITY OF GENERAL AGENT
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A. DISTRIBUTION AUTHORITY
General Agent is authorized to procure, through the sub-agents appointed by
it, applications for the Plans. Sun Life of Canada (U.S.), in its sole
discretion and without notice to General Agent, may suspend sales of any Plans
hereunder or may amend any policies or contracts evidencing such plans.
B. APPOINTMENT OF SUB-AGENTS
General Agent is authorized to appoint sub-agents to solicit sales of the
Plans hereunder. All sub-agents appointed by General Agent pursuant to this
Agreement shall be duly licensed under the applicable insurance laws to sell the
said Plans by the proper authorities within the applicable jurisdictions where
General Agent proposes to offer the Plans and where Sun Life of Canada (U.S.) is
duly authorized to conduct business. Sun Life of Canada (U.S.) will provide
General Agent with a list which shows: (1) the jurisdictions where Sun Life of
Canada (U.S.) is authorized to do business; and (2) any limitations on the
availability of the Plans in any of such jurisdictions. General Agent agrees to
fulfill all requirements set forth in the General Letter of Recommendation
attached as Exhibit A in conjunction with the submission of
licensing/appointment papers for all applicants as sub-agents submitted by
General Agent.
C. SECURITING APPLICATIONS
All applications for the Plans covered hereby shall be made on application
forms supplied by Sun Life of Canada (U.S.), and all payments collected by
General Agent or any sub-agent of General Agent shall be remitted promptly in
full, together with such application forms and any other required documentation,
directly to Sun Life of Canada (U.S.) at the address indicated on such
application or to such other address as Sun Life of Canada (U.S.) may, from time
to time designate in writing. Checks or money orders in payment on any such Plan
shall be drawn to the order of "Sun Life Assurance Company of Canada (U.S.)".
All applications are subject to acceptance or rejection by Sun Life of Canada
(U.S.) at its sole discretion.
D. SUPERVISION OF SUB-AGENTS
1. General Agent shall supervise any sub-agents appointed by it to solicit
sales of the Plans hereunder and General Agent shall be responsible, without
regard to any technical distinction between this relationship and that which
exists in law between principal and agent, for all acts and omissions of each
sub-agent within the scope of his agency appointment at all times. General Agent
shall exercise all responsibilities required by the applicable federal and state
law and regulations other than those under applicable securities laws for such
sub-agents in their capacity as registered representatives including by example,
but without limitation, training and supervisory duties over such sub-agents.
Nothing contained in this Agreement or otherwise shall be deemed to make any
sub-agents appointed by General Agent an employee or agent of Sun Life of Canada
(U.S.). Sun Life of Canada (U.S.) shall not have any responsibility for the
supervision of any sub-agents of General Agent and if the act or omission of a
sub-agent or any other employee of General Agent is the proximate cause of any
claim, damage or liability to Sun Life of Canada (U.S.) (including reasonable
attorneys' fees). General Agent shall be responsible and liable therefore.
2. Sun Life of Canada (U.S.) may, by written notice to General Agent,
refuse to permit any sub-agent to solicit applications for the sale of any of
the Plans hereunder and may, by such notice, require General Agent to cause any
such sub-agent to cease any such solicitation or sales, and, Sun Life of Canada
(U.S.) may require General Agent to cancel the appointment of any sub-agent.
3. General Agent is responsible for the selection or appointment of
sub-agents for the sales of the Plans hereunder. General Agent is responsible
for preparation and transmission of the proper appointment and licensing forms
and to insure that all sales personnel are appropriately licensed.
4. General Agent will pay all fees to state insurance regulatory
authorities in connection with obtaining necessary licenses and appointments for
sub-agents appointed hereunder. All fees payable to such regulatory authorities
in connection with the initial appointment of sub-agents who already possess
necessary licenses will be paid by Sun Life of Canada (U.S.). Any renewal
license fees due after the initial appointment of sub-agents hereunder will be
paid by General Agent.
5. Before a sub-agent is permitted to sell the Plans, General Agent,
Broker-dealer and the sub-agent shall have entered into an agreement pursuant to
which the sub-agent will be appointed a sub-agent of General Agent and a
registered representative of Broker-dealer and in which the sub-agent will agree
that his selling activities relating to the securities-regulated Plans will be
under the supervision and control of Broker-dealer and his selling activities
relating to the insurance-regulated Plans will be under the supervision and
control of General Agent; and that the sub-agent's right to continue to sell
such Plans is subject to his continued compliance with such agreement.
E. MONEY RECEIVED BY GENERAL AGENT
All money payable in connection with any of the
18
responsibilities which under applicable securities laws are the responsibilities
of Broker-dealer; provided however, Broker-dealer shall continue to have full
responsibility Plans, whether as premium, purchase payment or other-
19
wise and whether paid by or on behalf of any policy-holder, contract owner or
certificateholder or anyone else having an interest in the Plans is the property
of Sun Life of Canada (U.S.), and shall be transmitted immediately in accordance
with the administrative procedures of Sun Life of Canada (U.S.) without any
deduction or offset for any reason, including by example but not limitation, any
deduction or offset for compensation claimed by General Agent.
IV COMPENSATION
A. COMMISSIONS
Commissions payable to General Agent or any sub-agent in connection with
the Plans shall be paid by Sun Life of Canada (U.S.) to the person(s) entitled
thereto through General Agent or as otherwise required by law. Sun Life of
Canada (U.S.) will provide General Agent with a copy of its current Commission
Schedule. Commissions will be paid as a percentage of premiums or purchase
payments (Premiums and Purchase Payments are hereinafter referred to
collectively as "Payments") received in cash or other legal tender and accepted
by Sun Life of Canada (U.S.) on applications obtained by the various sub-agents
appointed by General Agent hereunder. Upon termination of this Agreement, all
compensation to the General Agent hereunder shall ceased, however, General Agent
hereunder shall ceased, however, General Agent shall continue to be liable for
any chargebacks pursuant to the provisions of said Commission Schedule or for
any other amounts advanced by or otherwise due SUN LIFE OF CANADA (U.S.)
hereunder.
B. TIME OF PAYMENT
Sun Life of Canada (U.S.) will pay any compensation due General Agent
thereunder within fifteen (15) days after the end of the calendar month in which
Payments upon which such compensation is based are accepted by Sun Life of
Canada (U.S.).
C. AMENDMENT OF SCHEDULES
Sun Life of Canada (U.S.) may, upon at least ten (10) days prior written
notice to General Agent change the commission schedule. Any such change shall be
bywritten amendment of the commission schedule and shall apply to compensation
due on applications received by Sun Life of Canada (U.S.) after the effective
date of such notice.
D. PROHIBITION AGAINST REBATES
If General Agent or any sub-agent of General Agent shall rebate or offer to
rebate all or any part of a Payment on a policy or contract or certificate
issued hereunder, or if General Agent or any sub-agent of General Agent shall
withhold any Payment on any policy or contract or certificate issued hereunder,
the same may be grounds for termination of this Agreement by Sun Life of Canada
(U.S.). If General Agent or any sub-agent of General Agent shall at any time
induce or endeavor to induce any owner of any policy or contract issued
hereunder or any certificate holder to discontinue Payments or to relinquish
any such policy or contract or certificate except under circumstances where
there is reasonable grounds for believing the policy, contract or certificate is
not suitable for such person, any and all compensation due General Agent
hereunder shall cease and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving General Agent the
right to incur any indebtedness on behalf of Sun Life of Canada (U.S.). General
Agent hereby authorizes Sun Life of Canada (U.S.) to set off liabilities of
General Agent to Sun Life of Canada (U.S.) against any and all amounts otherwise
payable to General Agent by Sun Life of Canada (U.S.).
20
V DUTIES OF BROKER DEALER
A. SUPERVISION OF REGISTERED REPRESENTATIVES
Broker-dealer agrees that it has full responsibility for the training and
supervision of all persons, including sub-agents of General Agent, associated
with Broker-dealer who are engaged directly or indirectly in the offer or sale
of such of the Plans as are subject to the federal securities laws and that all
such persons shall be subject to the control of Broker-dealer with respect to
such persons' securities-regulated activities in connection with such Plans.
Broker-dealer will cause the sub-agents, in their capacity as registered
representatives to be trained in the sale of such of the Plans as are subject to
the federal securities laws; will use its best efforts to cause such sub-agents
to qualify under applicable federal and state laws to engage in the sale of such
policies and/or contracts; and will cause such sub-agents to be Registered
representatives of Broker-dealer before such sub-agents engage in the
solicitation of any of such policies and/or contracts. Broker-dealer shall cause
such sub-agent's qualifications to be certified to the satisfaction of
Clarendon; and shall notify Clarendon if any of said sub-agents cease to be a
registered representative of Broker-dealer.
B. REGISTERED REPRESENTATIVES AGREEMENT
Broker-dealer agrees that it shall train and supervise the General Agent's
sub-agents in connection with such of the Plans as are subject to the federal
securities law
21
22
and agrees that, before a sub-agent shall be permitted to sell such Plans, such
sub-agent will be appointed a registered representative of Broker-dealer and,
along with Broker-dealer and General Agent, such sub-agent will have entered
into the agreement more particularly described in Section III, Paragraph D5.
C. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS
Broker-dealer will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities Exchange Act of
1934 and all other applicable federal or state laws and will establish such
rules and procedures as may be necessary to cause diligent supervision of the
securities activities of the sub-agents. Upon request by Clarendon,
Broker-dealer shall furnish such appropriate records as may be necessary to
establish such diligent supervision.
D. NOTICE OF SUB-AGENT NONCOMPLIANCE
In the event a sub-agent fails or refuses to submit to supervision of
Broker-dealer in accordance with this Agreement, or otherwise fails to meet the
rules and standards imposed by Broker-dealer on its registered
representatives, Broker-dealer shall certify such fact to Sun Life of Canada
(U.S.) and General Agent and shall immediately notify such sub-agent that he is
no longer authorized to sell the Plans, and Broker-dealer and General Agent
shall take whatever additional action may be necessary to terminate the sales
activities of such sub-agent relating to the Plans.
E. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-dealer shall be provided, without any expense to Broker-dealer,
with prospectuses relating to those of the Plans which are subject to federal
securities laws and such other material as Clarendon determines to be necessary
or desirable for use in connection with sales of those Plans. No sales promotion
materials or any advertising relating to any of the securities-regulated Plans
shall be used by Broker-dealer unless the specific item has been approved in
writing by Clarendon.
VI GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. INDEPENDENT CONTRACTORS
Both Sun Life of Canada (U.S.) and Clarendon are independent contractors
with respect both to Broker-dealer and to General agent.
C. LIMITATIONS
No party other than Sun Life of Canada (U.S.) shall have the authority on
behalf of Sun Life of Canada (U.S.) to make, alter, or discharge any policy or
contract or certificate issued by Sun Life of Canada (U.S.), to waive any
forfeiture or to grant, permit, not to extend the time of making any Payments,
nor to guarantee dividends, nor to alter the forms which Sun Life of Canada
(U.S.) may prescribe or substitute other forms in place of those prescribed by
Sun Life of Canada (U.S.); nor to enter into any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of Sun Life of Canada
(U.S.).
D. FIDELITY BOND
General Agent represents that all directors, officers, employees and
sub-agents of General Agent who are licensed pursuant to this agreement as Sun
Life of Canada (U.S.) agents for state insurance law purposes or who have access
to funds of Sun Life of Canada (U.S.), including but not limited to funds
submitted with applications for the Plans or funds being returned to owners or
certificate holders, are and shall be covered by a blanket fidelity bond,
including coverage for larceny and embezzlement, issued by a reputable bonding
company. This bond shall be maintained by General Agent at General Agent's
expense. Such bond shall be, at least, of the form, type, and amount required
under the NASD Rules of Fair Practice, endorsed to extend coverage to General
Agent's life insurance and fixed annuity transactions. Sun Life of Canada (U.S.)
may require evidence, satisfactory to it, that such coverage is in force and
General Agent shall give prompt written notice to Sun Life of Canada (U.S.) of
any notice of cancellation or change of coverage.
General Agent assigns any proceeds received from the fidelity bonding
company to Sun Life of Canada (U.S.) to the externt of Sun Life of Canada
(U.S.)'s loss due to activities covered by the bond. If there is any deliciency
amount, whether due to a deductible or otherwise, General Agent shall promptly
pay Sun Life of Canada (U.S.) such amount on demand and General Agent hereby
indemnifies and holds harmless Sun Life of Canada (U.S.) from any such
deficiency and from the costs of collection thereof (including reasonable
attor-ney's fees).
E. BINDING EFFECT
23
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective suc-
24
cessors and assigns provided that neither Broker-dealer nor General Agent may
assign this Agreement or any rights or obligations hereunder without the prior
written consent of Sun Life of Canada (U.S.)
F. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph VI M of this Agreement or to such other address as the party may
request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of
Massachusetts.
I. AMENDMENT OF AGREEMENT
Sun Life of Canada (U.S.) reserves the right to amend this Agreement at any
time and the General Agent's submission of an application after notice of any
such amendment has been sent to the other parties shall constitute the other
parties' agreement to any such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Neither Broker-dealer, General Agent nor any of its sub-agents shall print,
publish or distribute any advertisement, circular or any document relating to
the Plans distributed pursuant to this Agreement or relating to Sun Life of
Canada (U.S.) unless such advertisement, circular or document shall have been
approved in writing by Sun Life of Canada (U.S.) or by Clarendon, and in the
case of items within the scope of Section V, Paragraph E approved in writing by
Clarendon. Provided, however, that nothing herein shall prohibit Broker-dealer,
General Agent or any sub-agent from advertising life insurance and annuities in
general or on a generic basis.
K. GENERAL AGENT AS BROKER DEALER
If Broker-dealer and General Agent are the same person or legal entity,
such person or legal entity shall have the rights and obligations hereunder of
both Broker-dealer and General Agent and this Agreement shall be binding and
enforceable by and against such person or legal entity in both capacities.
L. TERMINATION
This Agreement may be terminated, without cause, by any party upon thirty
(30) days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if Clarendon or Broker-dealer shall cease
to be a registered Broker-dealer under the Securities Exchange Act of 1934 and a
member of the NASD.
M. ADDRESS FOR NOTICES
25
GENERAL AGENT
--------------------------------------------------------------
LICENSED GENERAL AGENT OR AGENCY NAME:
ADDRESS:
------------------------------------------------------
--------------------------------------------------------------
TAX ID NO.:
---------------------------------------------------
--------------------------------------------------------------
PRINT NAME AND TITLE OF AUTHORIZED OFFICER
BY
------------------------------------------------------------
SIGNATURE AND TITLE OF AUTHORIZED OFFICER DATE
--------------------------------------------------------------
NASD BROKER/DEALER
REGISTERED NAME:
----------------------------------------------
HOME/OFFICE ADDRESS:
------------------------------------------
--------------------------------------------------------------
TAX ID NO.:
---------------------------------------------------
--------------------------------------------------------------
PRINT NAME AND TITLE OF AUTHORIZED OFFICER
BY
------------------------------------------------------------
SIGNATURE AND TITLE OF AUTHORIZED OFFICER DATE
CLARENDON INSURANCE AGENCY, INC.
ATTN: XXXXXX X. XXXXX
000 XXXXXXXX XXXXXX
XXXXXX, XX 00000
CLARENDON INSURANCE AGENCY, INC.
BY: XXXXXX X. XXXXX
-----------------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
SUN LIFE OF CANADA (U.S.)
ATTN: XXXXXX X. XXXXX
ONE SUN LIFE EXECUTIVE PARK
XXXXXXXXX XXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
BY: XXXXXX X. XXXXX
-----------------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
26
EXHIBIT B
GENERAL LETTER OF RECOMMENDATION
BROKER-DEALER hereby certifies to Sun Life of Canada (U.S.) that all the
following requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of Sun Life of Canada
(U.S.) submitted by BROKER-DEALER BROKER-DEALER will, upon request, forward
proof of compliance with same to Sun Life of Canada (U.S.) in a timely manner.
8. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identify, residence and business reputation and
declare that each applicant is personally known to us, has been
examined by us, is known to be of good moral character, has a good
business reputation, is reliable, is financially responsible and is
worthy of a license. Each individual is trustworthy, competent and
qualified to act as an agent for Sun Life of Canada (U.S.) to hold
himself out in good faith to the general public. We vouch for each
applicant.
9. We have on file a X-000, X-000, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative
requirements for the registration of each applicant as a registered
representative through our NASD member firm, and each applicant is
presently registered as an NASD registered representative.
The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license and all the
findings of all investigative information is favorable.
10. We certify that all educational requirements have been met for the
specific state each applicant is requesting a license in, and that, all
such persons have fulfilled the appropriate examination, education and
training requirements.
11. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a
license, we certify that those items forwarded to Sun Life of Canada
(U.S.) are those of the applicant and the securities registration is a
true copy of the original.
12. We hereby warrant that the applicant is not applying for a license with
Sun Life of Canada (U.S.) in order to place insurance chiefly and
solely on his life or property, lives or property of his relatives, or
property or liability of his associates.
13. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
14. We will not permit any applicant to transact insurance as an agent
until duly licensed therefore. No applicants have been given a contract
or furnished supplies, nor have any applicants been permitted to write,
solicit business, or act as an agent in any capacity, and they will not
be so permitted until the certificate of authority or license applied
for is received.
27
TYPE 1 EXHIBIT C
ONE SIGNED AND AUTHORIZED COPY OF THIS AGREEMENT,
PLUS A FULLY COMPLETED COMMISSION SCHEDULE SHOULD
BE RETURNED TO:
SUN LIFE ANNUITY SERVICE CENTER
X.X. XXX 0000
XXXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
ONE SUN LIFE EXECUTIVE PARK WILMINGTON, DELAWARE SUN LIFE ANNUITY
XXXXXXXXX XXXXX, XXXXXXXXXXXXX 00000 SERVICE CENTER
X.X. XXX 0000
XXXXXX, XXXXXXXXXXXXX 00000
BROKER-DEALER SUPERVISORY AND SERVICE AGREEMENT
AGREEMENT by and between Sun Life Assurance Company of Canada (U.S.) ("Sun
Life of Canada (U.S.)"), a Delaware Corporation; Clarendon Insurance Agency,
Inc. ("Clarendon"), a registered broker-dealer with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers Inc.; and
____________________________(Broker-Dealer), also a registered broker-dealer
with the Securities and Exchange Commission under the Security Exchange Act of
1934 and a member of the National Association of Securities Dealers, Inc.
I WITNESSETH
WHEREAS, Sun Life of Canada (U.S.) proposes to have Broker-Dealer's
registered representatives ("Representatives") who are also insurance agents
solicit and sell certain Insurance and Annuity Plans (the "Plans") more
particularly described in this Agreement and which are deemed to be securities
under the Securities Act of 1933; and
WHEREAS, Sun Life of Canada (U.S.) has appointed Clarendon as the General
Distributor of the Plans and has agred with Clarendon that Clarendon shall be
responsible for the training and supervision of such Representatives, with
respect to the solicitation and offer or sale of any of the Plans, and also for
the training and supervision of any other "persons associated" with
Broker-Dealer who are engaged directly or indirectly therewith; and Clarendon
proposes to delegate, to the extent legally permitted, said supervisory duties
to Broker-Dealer; and
WHEREAS, Sun Life of Canada (U.S.) and Clarendon propose to have
Broker-Dealer provide certain administrative services to facilitate
solicitations for and sales of the Plans
NOW THEREFORE, in consideration of the premisses and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II APPOINTMENT OF BROKER-DEALER
A. APPOINTMENT
Sun Life of Canada (U.S.) and Clarendon hereby appoint Broker-Dealer to
supervise solicitations for and sales of the Plans and to provide certain
administrative Services to facilitate solicitations for and sales of the Plans.
III AUTHORITIES AND DUTIES OF BROKER-DEALER
28
A. PLANS
The Plans issued by Sun Life of Canada (U.S.) to which this Agreement applies
are listed in Exhibit A. Exhibit A may be amended from time to time by Sun Life
of Canada (U.S.). Sun Life of Canada (U.S.), in its sole discretion and without
notice to Broker-Dealer, may suspend sales of any Plans or may amend any
policies or contracts evidencing such Plans
B. LICENSING REPRESENTATIVES
Broker-Dealer shall assist Clarendon in the appointment of Representatives
under the applicable insurance laws to sell the Plans. Broker-Dealer shall
fulfill all requirements set forth in the General Letter of Recommendation
attached as Exhibit B in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of Sun Life
of Canada (U.S.).
29
All such licensing/appointment papers should be submitted to Clarendon by
Broker-Dealer.
C. SECURING APPLICATIONS
All applications for Plans shall be made on application forms supplied by
Sun Life of Canada (U.S.) and all payments collected by Broker-Dealer or any
Representative of Broker-Dealer shall be remitted promptly in full, together
with such application forms and any other required documentation, directly to
Sun Life of Canada (U.S.) at the address indicated on such application or to
such other address as Sun Life of Canada (U.S.) may, from time to time,
designate in writing. Broker-Dealer shall review all such applications for
completeness. Checks or money orders in payment on any such Plan shall be drawn
to the order of "Sun Life Assurance // Company of Canada (U.S.)". All applicants
are subject to acceptance or rejection by Sun Life of Canada (U.S.) at its sole
discretion
D. MONEY RECEIVED BY BROKER-DEALER
All money payable in connection with any of the Plans, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any
policy-holder, contract owner or certificate holder or anyone else having an
interest in the Plans is the property of Sun Life of Canada (U.S.), and shall be
transmitted immediately in accordance with the administrative procedures of Sun
Life of Canada (U.S.) without any deduction or offset for any reason, including
by example but not limitation, any deduction or offset for compensation claimed
by Broker-Dealer
E. SUPERVISION OF REPRESENTATIVES
Broker-Dealer shall have full responsibility for the training and
supervision of all representatives associated with Broker-Dealer who are engaged
directly or indirectly in the offer or sale of the Plans and all such persons
shall be subject to the control of Broker-Dealer with respect to such persons'
securities-regulated activities in connection with the Plans. Broker-Dealer will
cause the Representatives to be trained in the sale of the Plans; will use its
best efforts to cause such Representatives to qualify under applicable federal
and state laws to engage in the sale of the Plans; and will cause such
Representatives to be registered representatives of Broker-Dealer before such
Representatives engage in the solicitation of applications for the Plans and
will cause such Representatives to limit solicitation of applications for the
Plans to jurisdictions where Sun Life of Canada (U.S.) has authorized such
solicitation. Broker-Dealer shall cause such Representatives' qualifications to
be certified to the satisfaction of Clarendon and shall notify Clarendon if any
Representative ceases to be a registered representative of Broker-Dealer
F. REPRESENTATIVES AGREEMENT
Broker-Dealer shall cause each such Representative to execute a Registered
Representative's Agent Agreement with Sun Life of Canada (U.S.) before a
Representative shall be permitted to solicit applications for the sale of the
Plans. Clarendon shall furnish Broker-Dealer with copies of Registered
Representative's Agent Agreements for execution by the Representatives.
G. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITY LAWS
Broker-Dealer shall fully comply with the requirements of the National
Association of Securities Dealers. Inc. and of the Securities Exchange Act of
1934 and all other applicable federal or state laws and will establish such
rules and procedures as may be necessary to cause diligent supervision of the
securities activities of the Representatives. Upon request by Clarendon,
Broker-Dealer shall furnish such appropriate records as maybe necessary to
establish such diligent supervision.
H. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to supervision of
Broker-Dealer or otherwise fails to meet the rules and standards imposed by
Broker-Dealer on its Representatives, Broker-Dealer shall certify such fact to
Sun Life of Canada (U.S.) and shall immediately notify such Representative that
he or she is no longer authorized to sell the Plans, and Broker-Dealer shall
take whatever additional action may be necessary to terminate the sales
activities of such Representative relating to the Plans.
1. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, without any expense to Broker-Dealer,
with prospectuses relating to the Plans and such other materials as Clarendon
determines to be necessary or desirable for use in connection with sales of the
Plans. No sales promotion materials or any advertising relating to the Plans
shall be used by Broker-Dealer unless the specific item has been approved in
writing by Clarendon.
30
IV COMPENSATION
A. SUPERVISORY FEES, SERVICE FEES AND COMMISSIONS
Supervisory and Service Fees payable to Broker Dealer and commissions
payable to Representatives in connection with the Plans shall be paid by Sun
Life of Canada (U.S.) to the person(s) entitled thereto through Broker-Dealer or
as otherwise required by law. Clarendon will provide Broker-Dealer with a copy
of Sun Life of
31
Canada (U.S.)'s current Supervisory and Service Fee Schedule. These fees and
commissions will be paid as a percentage of premiums or purchase payments
(Premiums and Purchase Payments are hereinafter referred to collectively as
"Payments") received in cash or other legal tender and accepted by Sun Life of
Canada (U.S.) on applications obtained by the various Representatives of the
Broker-Dealer. Upon termination of this Agreement, all compensation to the
Broker-Dealer hereunder shall cease; however, Broker-Dealer shall continue to be
liable for any chargebacks pursuant to the provisions of said Supervisory and
Service Fee Schedule and Commission Schedule or for any other amounts advanced
by or otherwise due Sun Life of Canada (U.S.) hereunder.
B. TIME OF PAYMENT
Sun Life of Canada (U.S.) shall pay any compensation due Broker-Dealer and
Representatives of Broker-Dealer within fifteen (15) days after the end of the
calendar month in which Payments upon which such compensation is based are
accepted by Sun Life of Canada (U.S.).
C. AMENDMENT OF SCHEDULES
Sun Life of Canada (U.S.) may, upon at least ten (10) days prior written
notice to Broker-Dealer change the Supervisory and Service Fee Schedule and the
Commission Schedule. Any such change shall be by Written amendment of the
particular schedule or schedules and shall apply to compensation due on
applicationsreceived by Sun Life of Canada (U.S.) after the effective date of
such notice.
D. PROHIBITION AGAINST REBATES
If Broker-Dealer or any Representative of Broker-Dealer shall rebate or
offer to rebate all or any part of a Payment on a policy or contract or
certificate issued by Sun Life of Canada (U.S.), or if Broker-Dealer or any
Representative of Broker-Dealer shall withhold any Payment on any policy or
contract or certificate issued by Sun Life of Canada (U.S.), the same may be
grounds for termination of this Agreement by Sun Life of Canada (U.S.). If
Broker-Dealer or any Representative of Broker-Dealer shall at anytime induce or
endeavor to induce any owner of any policy or contract issued hereunder or any
certificate holder to discontinue Payments or to relinquish any such policy or
contract or certificate except under circumstances where there is reasonable
grounds for believing the policy, contract or certificate is not suitable for
such person, any and all compensation due Broker-Dealer hereunder shall cease
and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving Broker-Dealer the
right to incur any indebtedness on behalf of Sun Life of Canada (U.S.).
Broker-Dealer hereby authorizes Sun Life of Canada (U.S.) to set off liabilities
of Broker-Dealer to Sun Life of Canada (U.S.) against any and all amounts
otherwise payable to Broker-Dealer by Sun Life of Canada (U.S.).
V GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. INDEPENDENT CONTRACTORS
Sun Life of Canada (U.S. and Clarendon are independent contractors with
respect to Broker-Dealer and to Representatives
C. LIMITATIONS
No party other than Sun Life of Canada (U.S.) shall have the authority on
behalf of Sun life of Canada (U.S.) to make, alter, or discharge any policy or
contract or certificate issued by Sun Life of Canada (U.S.), to waive any
forfeiture or to grant, permit nor to extend the time of making any Payments,
nor to guarantee dividends, nor to alter the forms which Sun Life of Canada
(U.S. may prescribe or substitute other forms in place of those prescribed by
Sun Life of Canada (U.S.); nor to enter into any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of Sun Life of Canada
(U.S.).
D. FIDELITY BOND
Broker-Dealer represents that all directors, officers, employees and
Representatives of Broker-Dealer who are licensed pursuant to this Agreement as
Sun Life of Canada (U.S.) agents for state insurance law purposes or who have
access to funds of Sun Life of Canada (U.S.), including but not limited to funds
submitted with applications for the Plans or funds being returned to owners or
certificate holders, are and shall be covered by a blanket fidelity bond,
including coverage for larceny and embezzlement, issued by a reputable bonding
company. This bond shall be maintained by Broker-Dealer at Brokker-Dealer's
expense. Such bond shall be, at least, of the form, type and amount required
under the NASD
32
Rules of Fair Practice. Sun Life of Canada (U.S.) may require evidence,
satisfactory to it, that such coverage is in force and Broker-Dealer shall give
prompt written notice to Sun Life of Canada (U.S.) of any notice of cancellation
or change of coverage.
33
Broker-Dealer assigns any proceeds received from the fidelity bonding
company to Sun Life of Canada (U.S.) to the extent of Sun Life of Canada
(U.S.)'s loss due to activities covered by the bond. If there is any deficiency
amount, whether due to a deductible or otherwise, Broker-Dealer shall promptly
pay Sun Life of Canada (U.S.) such amount on demand and Broker-Dealer hereby
indemnifies and holds harmless Sun life of Canada (U.S.) from any such
deficiency and from the costs of collection thereof (including reasonable
attorney's fees).
E. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns provided that
Broker-Dealer may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of Sun Life of Canada (U.S.)
F. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted Or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph L of Section V of this Agreement or to such other address as the party
may request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of
Massachusetts.
I. AMENDMENT OF AGREEMENT
Sun Life of Canada (U.S.) reserves the right to amend this Agreement at any
time and the submission of an application by a Representative of a Broker-Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Broker-dealer shall not print, publish or distribute any advertisement,
circular or any document relating to the Plans or relating to Sun Life of Canada
(U.S.) unless such advertisement, circular or document shall have been approved
in writing by Sun Life of Canada (U.S.) or by Clarendon, and in the case of
items within the scope of Section III, sub paragraph approved in writing by
Clarendon. Provided, however, that nothing herein shall prohibit Broker-dealer
from advertising life insurance and annuities in general or on a generic basis.
K. TERMINATION
This Agreement may be terminated, without cause, by any party upon thirty
(30) days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if Clarendon or Broker-dealer shall cease
to be a registered Broker-dealers under the Securities Exchange Act of 1934 and
a member of the NASD.
L. ADDRESS FOR NOTICES
NASD REGISTERED NAME:
-----------------------------------------
--------------------------------------------------------------
HOME OFFICE ADDRESS:
-----------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
TAX ID NUMBER:
------------------------------------------------
DATE:
---------------------------------------------------------
--------------------------------------------------------------
PRINT NAME AND TITLE OF AUTHORIZED OFFICER
--------------------------------------------------------------
SIGNATURE AND TITLE OF AUTHORIZED OFFICER
CLARENDON INSURANCE AGENCY, INC.
ATTN: XXXXXX X. XXXXX
000 XXXXXXXX XXXXXX
XXXXXX, XX 00000
CLARENDON INSURANCE AGENCY, INC.
BY: XXXXXX X. XXXXX
---------------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
34
SUN LIFE OF CANADA (U.S.)
ATTN: XXXXXX X. XXXXX
ONE SUN LIFE EXECUTIVE PARK
XXXXXXXXX XXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
BY: XXXXXX X. XXXXX
---------------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
35
TYPE 1 EXHIBIT D
TWO COPIES OF THIS AGREEMENT SHOULD BE RETURNED TO:
SUN LIFE ANNUITY SERVICE CENTER
X.X. XXX 0000
XXXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
ONE SUN LIFE EXECUTIVE PARK WILMINGTON, DELAWARE SUN LIFE ANNUITY
XXXXXXXXX XXXXX, XXXXXXXXXXXXX 00000 SERVICE CENTER
X.X. XXX 0000
XXXXXX, XXXXXXXXXXXXX 00000
GENERAL AGENT AGREEMENT
AGREEMENT by and between Sun Life Assurance Company of Canada (U.S.) ("Sun
Life of Canada (U.S.)"), a Delaware Corporation; Clarendon Insurance Agency Inc.
("Clarendon"), a
Massachusetts Corporation, and
_____________________________("General Agent"), as follows:
I WITNESSETH
WHEREAS, Sun Life of Canada (U.S.) proposes to have General Agent and
General Agent's insurance agents ("sub-agents") solicit and sell certain
Insurance and Annuity Plans (the "Plans"); and
WHEREAS, Clarendon has agreed with Sun Life of Canada (U.S.) to coordinate
the marketing of the Plans.
NOW THEREFORE, in consideration of the pre-misses and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II APPOINTMENT OF GENERAL AGENT FOR INSURANCE AND ANNUITY PLANS
A. APPOINTMENT
Sun Life of Canada (U.S.) hereby appoints General Agent as
a general agent of Sun Life of Canada (U.S.) for the
solicitation of sales of the Plans.
III AUTHORITY AND DUTIES OF GENERAL AGENT
36
A. PLANS AND DISTRIBUTION AUTHORITY
The Plans issued by Sun Life of Canada (U.S.) to which this Agreement
applies are listed in Exhibit A. Exhibit A may be amended from time to time by
Sun Life of Canada (U.S.). Sun Life of Canada (U.S.), in its sole discretion and
without notice to General Agent is authorized to procure directly and/or through
the sub-agents appointed by it, applications for the Plans but shall limit
solicitations to those jurisdictions where it has been licensed to solicit sales
of life insurance policies and annuity contracts.
B. LICENSING REPRESENTATIVES
General Agent is authorized to appoint sub-agent to solicit sales of the
Plans. All sub-agents appointed by General Agent pursuant to this Agreement
shall be duly licensed under the applicable insurance laws to sell the Plans by
proper authorities within the jurisdictions where General Agent proposes to
offer the Plans and where Sun Life of Canada (U.S.) is duly authorized to
conduct business. Sun Life of Canada (U.S.) shall provide General Agent with a
list which shows: (1) the jurisdictions where Sun Life of Canada (U.S.) is
authorized to do business; and (2) any limitations on the availability of the
Plans in any of such jurisdictions. General Agent agrees to fulfill all
requirements set forth in the General Latter of Recommendation attached as
Exhibit B in conjunction with the submission of licensing/appointment papers for
all applications as sub-agents submitted by General Agent and to submit such
other forms regarding each sub-agent as Sun Life of Canada (U.S.) and Clarendon
may require. No applicant will be appointed as an agent of Sun Life of Canada
(U.S. unless all such papers and forms have been completed and are satisfactory
to Clarendon
37
C. SECURING APPLICATIONS
All applications for Plans covered hereby shall be made on application
forms supplied by Sun Life of Canada (U.S.) and all payments collected by
General Agent or any sub-agent of General Agent shall be remitted promptly in
full, together with such application forms and any other required documentation,
directly to Sun Life of Canada (U.S.) at the address indicated on such
application or to such other address as Sun Life of Canada (U.S.) may, from time
to time, designate in writing. Checks or money orders in payment on any such
Plan shall be drawn to the order of "Sun Life Assurance Company of Canada
(U.S.)". All applicants are subject to acceptance or rejection by Sun Life of
Canada (U.S.) at its sole discretion
D. SUPERVISION OF SUB-AGENTS
1. General Agent shall supervise any sub-agents appointed by it to solicit
sales of the Plans and General Agent shall be responsible, without regard to any
technical distinction between this relationship and that which exists in law
between principal and agent, for all acts and omissions of each sub-agent within
the scope of his agency appointment at all times. General Agent shall exercise
all responsibilities required by the applicable state law and regulations.
Nothing contained in this Agreement or otherwise shall be deemed to make any
sub-agents appointed by General Agent an employee or agent of Sun Life of Canada
(U.S.) or Clarendon. Neither Sun Life of Canada (U.S.) nor Clarendon shall have
any responsibility for the supervision of any sub-agents of General Agent and if
the act or omission of a sub-agent or any other employee of General Agent is the
proximate cause of any claim, damage or liability to Sun Life of Canada (U.S.)
and/or Clarendon (including reasonable attorney's fees), General Agent shall be
responsible and liable therefore.
2. Sun Life of Canada (U.S.) or Clarendon may, by written notice to General
Agent, refuse to permit any sub-agent to solicit applications for the sale of
any of the Plans and may, by such notice, require General Agent to cause any
sub-agent to cease any such solicitation or sales, and, Sun Life of Canada
(U.S.) or Clarendon may require General Agent to cancel the appointment of any
sub-agent.
3. General Agent is responsible for the selection or appointment of
sub-agents for the sales of the Plans. General Agent is responsible for
preparation and transmission of the proper appointment and licensing forms to
Clarendon and to insure that all sales personnel are appropriately licensed.
4. General Agent shall pay all fees to state insurance regulatory
authorities in connection with obtaining necessary licenses and appointments
for sub-agents appointed hereunder. All fees payable to such regulatory
authorities in connection with the initial appointment of sub-agents who
already possess necessary licenses shall be paid by Sun Life of Canada (U.S.).
Any renewal license fees due after the initial appointment of a sub-agent
thereunder shall be paid by General Agent.
5. Before a sub-agent is permitted to sell the Plans, General Agent and the
sub-agent shall have entered into an agreement pursuant to which the sub-agent
shall be appointed a sub-agent of General agent and in which the sub-agent shall
agree that his or her selling activities relating to the Plans shall be under
the supervision and control of General Agent, and that the sub-agent's right to
continue to sell such Plans is subject to his or her continued compliance with
such agreement.
E. MONEY RECEIVED BY GENERAL AGENT
All money payable in connection with any of the Plans, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any policy
holder, contract owner or certificateholder or anyone else having an interest in
the Plans is the property of Sun Life of Canada (U.S.), and shall be transmitted
immediately in accordance with the administrative procedures of Sun Life of
Canada (U.S.) without any deduction or offset for any reason, including by
example but not limitation, any deduction or offset for compensation claimed by
General Agent.
38
IV COMPENSATION
A. COMMISSIONS
Commissions payable to General Agent or to any sub-agent in connection with
the Plans shall be paid by Sun Life of Canada (U.S.) or by Clarendon on behalf
of Sun Life of Canada (U.S.) to the person(s) entitled thereto through General
Agent or as otherwise required by law. Sun Life of Canada (U.S.) shall provide
General Agent with a copy of its current Commission Schedule. Commissions shall
be paid as a percentage of premiums or purchase payments (Premiums and Purchase
Payments are hereinafter referred to collectively as "Payments") received and
accepted by Sun Life of Canada (U.S.) on applications obtained by the various
sub-agents appointed by General Agent. Upon termination of this Agreement, al
compensation to the General Agent and any sub-agents appointed by General Agent
shall cease; however, General Agent shall continue to be liable for any
chargebacks pursuant to the provisions of said Commission Schedule or for any
other amounts advanced by or otherwise due Sun Life of Canada (U.S.).
39
B. TIME OF PAYMENT
Sun Life of Canada (U.S.) shall pay any compensation due General Agent
hereunder within fifteen (15) days after the end of the calendar month in which
Payments upon which such compensation is based are accepted by Sun Life of
Canada (U.S.).
C. AMENDMENT OF SCHEDULES
Sun Life of Canada (U.S.) may, upon at least ten (10) days prior written
notice to General Agent change the commission schedule. Any such change shall be
by written amendment of the compensation due on applications received by Sun
Life of Canada (U.S.) after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
If General Agent or any sub-agent of General Agent shall rebate or offer to
rebate all or any part of a Payment on a Plan, or if General Agent or any
sub-agent of General Agent shall withhold any Payment on any Plan the same shall
be grounds for termination of this Agreement by Sun Life of Canada (U.S.). If
General Agent or any sub-agent of General Agent shall at any time induce or
endeavor to induce any owner of any Plan to discontinue Payments or to
relinquish any such Plan except under circumstances where there is reasonable
grounds for believing the Plan is not suitable for such person, any and all
compensation due General Agent shall cease and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving General Agent the
right to incur any indebtedness on behalf of Sun Life of Canada (U.S.). General
Agent hereby authorizes Sun Life of Canada (U.S.) to set off liabilities of
General Agent to Sun Life of Canada (U.S.) against any and all amounts otherwise
payable to General Agent by Sun Life of Canada (U.S.).
V GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. INDEPENDENT CONTRACTORS
Sun Life of Canada (U.S. and Clarendon are independent contractors with
respect to General Agent and sub-agents
C. LIMITATIONS
The General Agent shall not have the authority on behalf of Sun Life of
Canada (U.S.) to make, alter, or discharge any Plan issued by Sun Life of Canada
(U.S.), to waive any forfeiture or to grant, permit, nor to extend the time of
making any Payments, nor to guarantee dividends, nor to alter the forms which
Sun Life of Canada (U.S.) may prescribe or substitute other forms in place of
those prescribed by Sun Life of Canada (U.S.); nor to enter into any proceeding
in a court of law or before a regulatory agency in the name of or on behalf of
Sun Life of Canada (U.S.)
D. INDEMNIFICATION
General Agent shall indemnify and hold Sun Life of Canada (U.S.) and
Clarendon harmless from any and all expenses, costs, causes of action, loss or
damages from negligent, fraudulent or unauthorized acts or omissions by General
Agent and/or sub-agents.
E. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of
the parties to it and their respective successors and assigns provided that the
General Agent may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of Sun Life of Canada (U.S.)
F. REGULATIONS
All parties agree to observe and comply with the existing laws and
rules or regulations of applicable local, state, or federal regulatory
authorities and with those which may be enacted or adopted during the term of
this Agreement regulating the business contemplated hereby in any jurisdiction
in which the business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph M of Section V of this Agreement or to such other address as the party
may request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of
Massachusetts.
I. AMENDMENT OF AGREEMENT
40
Sun Life of Canada (U.S.) reserves the right to amend this Agreement at any
time and the General Agent's submission of an application after notice of any
such amendment has been sent to the other parties shall constitute the other
parties' agreement to any such amendment.
41
J. SALES PROMOTION MATERIALS AND ADVERTISING
Neither General Agent nor any of its sub-agents shall print, publish or
distribute any advertisement, circular or any document relating to the Plans
distributed pursuant to this Agreement or relating to Sun Life of Canada (U.S.)
unless such advertisement, circular or document shall have been approved in
writing by Sun Life of Canada (U.S.). Provided, however, that nothing herein
shall prohibit General Agent or any sub-agent from advertising life insurance
and annuities in general or on a generic basis.
K. AUDIT REQUIREMENTS
General Agent shall supply Sun Life of Canada (U.S.) with all
information reasonably required with respect to this Agreement including
financial statements. Sun Life of Canada (U.S.) shall have the right to inspect
without notice but only at reasonable times the relevant books and records of
the General Agent pertaining to the Agreement.
L. TERMINATION
This Agreement may be terminated, without cause, by any party upon
thirty (30) days prior written notice; and may be terminated, for cause, by any
party immediately; and shall be terminated if Clarendon or Broker-dealer shall
cease to be a registered Broker-dealer under the Securities Exchange Act of 1934
and a member of the NASD. Upon termination, Sun Life of Canada (U.S.) shall be
entitled, at its sole discretion, to assign the Plans sold hereunder to such
other Broker-dealer and/or General Agent as may be selected by it and upon such
assignment, all rights and duties hereunder, including compensation, shall pass
to the new Broker-dealer and/or General Agent so selected.
M. ADDRESS FOR NOTICES
SUNLIFE ASSURANCE CO. OF CANADA (U.S.)
ATTN: Secretary's Department
One Sun Life Executive Park
Xxxxxxxxx Xxxxx, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By: XXXXXX X. XXXXX
--------------------------------------------
Xxxxxx X. Xxxxx, Secretary
Clarendon Insurance Agency, Inc.
Attn: Secretary's Department
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
CLARENDON INSURANCE AGENCY, INC.
By: XXXXXXX X. ORCULT
--------------------------------------------
Xxxxxxx X. Orcult, Vice President
Name and Address of General Agent:
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
General Agent's Signature
By:
---------------------------------------------
(Signature of General Agent)
------------------------------------------------
Name and Title of General Agent
Dated
-------------------------------------------
Tax ID Number of General Agent
or agency
--------------------------------------
42
43
TYPE 1 EXHIBIT E
TWO COPIES OF THIS AGREEMENT SHOULD BE RETURNED TO:
SUN LIFE ANNUITY SERVICE CENTER
X.X. XXX 0000
XXXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
ONE SUN LIFE EXECUTIVE PARK WILMINGTON, DELAWARE SUN LIFE ANNUITY
XXXXXXXXX XXXXX, XXXXXXXXXXXXX 00000 SERVICE CENTER
X.X. XXX 0000
XXXXXX, XXXXXXXXXXXXX 00000
BROKER-DEALER SUPERVISORY AND SERVICE AGREEMENT
AGREEMENT by and between Sun Life Assurance Company of Canada (U.S.) ("Sun
Life of Canada (U.S.)"), a Delaware Corporation; Clarendon Insurance Agency,
Inc. ("Clarendon"), a registered broker-dealer with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers Inc.; and
____________________________(Broker-Dealer), also a registered broker-dealer
with the Securities and Exchange Commission under the Security Exchange Act of
1934 and a member of the National Association of Securities Dealers, Inc.
I WITNESSETH
WHEREAS, Sun Life of Canada (U.S.) proposes to have Broker-Dealer's
registered representatives ("Representatives") who are also insurance agents
solicit and sell certain Insurance and Annuity Plans (the "Plans") more
particularly described in this Agreement and which are deemed to be securities
under the Securities Act of 1933; and
WHEREAS, Sun Life of Canada (U.S.) has appointed Clarendon as the General
Distributor of the Plans and has agreed with Clarendon that Clarendon shall be
responsible for the training and supervision of such Representatives, with
respect to the solicitation and offer or sale of any of the Plans, and also for
the training and supervision of any other "persons associated" with
Broker-Dealer who are engaged directly or indirectly therewith; and Clarendon
proposes to delegate, to the extent legally permitted, said supervisory duties
to Broker-Dealer; and
WHEREAS, Sun Life of Canada (U.S.) and Clarendon propose to have
Broker-Dealer provide certain administrative services to facilitate
solicitations for and sales of the Plans
NOW THEREFORE, in consideration of the premisses and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II APPOINTMENT OF BROKER-DEALER
A. APPOINTMENT
Sun Life of Canada (U.S.) and Clarendon hereby appoint Broker-Dealer to
supervise solicitations for and sales of the Plans and to provide certain
administrative services to facilitate solicitations for and sales of the Plans.
III AUTHORITIES AND DUTIES OF BROKER-DEALER
44
A. PLANS
The Plans issued by Sun Life of Canada (U.S.) to which this Agreement applies
are listed in Exhibit A. Exhibit A may be amended from time to time by Sun Life
of Canada (U.S.). Sun Life of Canada (U.S.), in its sole discretion and without
notice to Broker-Dealer, may suspend sales of any Plans or may amend any
policies or contracts evidencing such Plans
B. LICENSING REPRESENTATIVES
Broker-Dealer shall assist Clarendon in the appointment of Representatives
under the applicable insurance laws to sell the Plans. Broker-Dealer shall
fulfill all requirements set forth in the General Letter of Recommendation
attached as Exhibit B in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of Sun Life
of Canada (U.S.).
45
All such licensing/appointment papers should be submitted to Clarendon by
Broker-Dealer.
C. SECURING APPLICATIONS
All applications for Plans shall be made on application forms supplied by
Sun Life of Canada (U.S.) and all payments collected by Broker-Dealer or any
Representative of Broker-Dealer shall be remitted promptly in full, together
with such application forms and any other required documentation, directly to
Sun Life of Canada (U.S.) at the address indicated on such application or to
such other address as Sun Life of Canada (U.S.) may, from time to time,
designate in writing. Broker-Dealer shall review all such applications for
completeness. Checks or money orders in payment on any such Plan shall be drawn
to the order of "Sun Life Assurance // Company of Canada (U.S.)". All applicants
are subject to acceptance or rejection by Sun Life of Canada (U.S.) at its sole
discretion
D. MONEY RECEIVED BY BROKER-DEALER
All money payable in connection with any of the Plans, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any
policy-holder, contract owner or certificate holder or anyone else having an
interest in the Plans is the property of Sun Life of Canada (U.S.), and shall be
transmitted immediately in accordance with the administrative procedures of Sun
Life of Canada (U.S.) without any deduction or offset for any reason, including
by example but not limitation, any deduction or offset for compensation claimed
by Broker-Dealer
E. SUPERVISION OF REPRESENTATIVES
Broker-Dealer shall have full responsibility for the training and
supervision of all representatives associated with Broker-Dealer who are engaged
directly or indirectly in the offer or sale of the Plans and all such persons
shall be subject to the control of Broker-Dealer with respect to such persons'
securities-regulated activities in connection with the Plans. Broker-Dealer will
cause the Representatives to be trained in the sale of the Plans; will use its
best efforts to cause such Representatives to qualify under applicable federal
and state laws to engage in the sale of the Plans; and will cause such
Representatives to be registered representatives of Broker-Dealer before such
Representatives engage in the solicitation of applications for the Plans and
will cause such Representatives to limit solicitation of applications for the
Plans to jurisdictions where Sun Life of Canada (U.S.) has authorized such
solicitation. Broker-Dealer shall cause such Representatives' qualifications to
be certified to the satisfaction of Clarendon and shall notify Clarendon if any
Representative ceases to be a registered representative of Broker-Dealer
F. REPRESENTATIVES AGREEMENT
Broker-Dealer shall cause each such Representative to execute a Registered
Representative's Agent Agreement with Sun Life of Canada (U.S.) before a
Representative shall be permitted to solicit applications for the sale of the
Plans. Clarendon shall furnish Broker-Dealer with copies of Registered
Representative's Agent Agreements for execution by the Representatives.
G. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITY LAWS
Broker-Dealer shall fully comply with the requirements of the National
Association of Securities Dealers. Inc. and of the Securities Exchange Act of
1934 and all other applicable federal or state laws and will establish such
rules and procedures as may be necessary to cause diligent supervision of the
securities activities of the Representatives. Upon request by Clarendon,
Broker-Dealer shall furnish such appropriate records as maybe necessary to
establish such diligent supervision.
H. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to supervision of
Broker-Dealer or otherwise fails to meet the rules and standards imposed by
Broker-Dealer on its Representatives, Broker-Dealer shall certify such fact to
Sun Life of Canada (U.S.) and shall immediately notify such Representative that
he or she is no longer authorized to sell the Plans, and Broker-Dealer shall
take whatever additional action may be necessary to terminate the sales
activities of such Representative relating to the Plans.
1. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, without any expense to Broker-Dealer,
with prospectuses relating to the Plans and such other materials as Clarendon
determines to be necessary or desirable for use in connection with sales of the
Plans. No sales promotion materials or any advertising relating to the Plans
shall be used by Broker-Dealer unless the specific item has been approved in
writing by Clarendon.
46
IV COMPENSATION
A. SUPERVISORY FEES, SERVICE FEES AND COMMISSIONS
Supervisory and Service Fees payable to Broker Dealer and commissions
payable to Representatives in connection with the Plans shall be paid by Sun
Life of Canada (U.S.) to the person(s) entitled thereto through Broker-Dealer or
as otherwise required by law. Clarendon will provide Broker-Dealer with a copy
of Sun Life of
47
Canada (U.S.)'s current Supervisory and Service Fee Schedule. These fees and
commissions will be paid as a percentage of premiums or purchase payments
(Premiums and Purchase Payments are hereinafter referred to collectively as
"Payments") received in cash or other legal tender and accepted by Sun Life of
Canada (U.S.) on applications obtained by the various Representatives of the
Broker-Dealer. Upon termination of this Agreement, all compensation to the
Broker-Dealer hereunder shall cease; however, Broker-Dealer shall continue to be
liable for any chargebacks pursuant to the provisions of said Supervisory and
Service Fee Schedule and Commission Schedule or for any other amounts advanced
by or otherwise due Sun Life of Canada (U.S.) hereunder.
B. TIME OF PAYMENT
Sun Life of Canada (U.S.) shall pay any compensation due Broker-Dealer and
Representatives of Broker-Dealer within fifteen (15) days after the end of the
calendar month in which Payments upon which such compensation is based are
accepted by Sun Life of Canada (U.S.).
C. AMENDMENT OF SCHEDULES
Sun Life of Canada (U.S.) may, upon at least ten (10) days prior written
notice to Broker-Dealer change the Supervisory and Service Fee Schedule and the
Commission Schedule. Any such change shall be by Written amendment of the
particular schedule or schedules and shall apply to compensation due on
applications received by Sun Life of Canada (U.S.) after the effective date of
such notice.
D. PROHIBITION AGAINST REBATES
If Broker-Dealer or any Representative of Broker-Dealer shall rebate or
offer to rebate all or any part of a Payment on a policy or contract or
certificate issued by Sun Life of Canada (U.S.), or if Broker-Dealer or any
Representative of Broker-Dealer shall withhold any Payment on any policy or
contract or certificate issued by Sun Life of Canada (U.S.), the same may be
grounds for termination of this Agreement by Sun Life of Canada (U.S.). If
Broker-Dealer or any Representative of Broker-Dealer shall at anytime induce or
endeavor to induce any owner of any policy or contract issued hereunder or any
certificate holder to discontinue Payments or to relinquish any such policy or
contract or certificate except under circumstances where there is reasonable
grounds for believing the policy, contract or certificate is not suitable for
such person, any and all compensation due Broker-Dealer hereunder shall cease
and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving Broker-Dealer the
right to incur any indebtedness on behalf of Sun Life of Canada (U.S.).
Broker-Dealer hereby authorizes Sun Life of Canada (U.S.) to set off liabilities
of Broker-Dealer to Sun Life of Canada (U.S.) against any and all amounts
otherwise payable to Broker-Dealer by Sun Life of Canada (U.S.).
V GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. INDEPENDENT CONTRACTORS
Sun Life of Canada (U.S. and Clarendon are independent contractors with
respect to Broker-Dealer and to Representatives
C. LIMITATIONS
No party other than Sun Life of Canada (U.S.) shall have the authority on
behalf of Sun life of Canada (U.S.) to make, alter, or discharge any policy or
contract or certificate issued by Sun Life of Canada (U.S.), to waive any
forfeiture or to grant, permit nor to extend the time of making any Payments,
nor to guarantee dividends, nor to alter the forms which Sun Life of Canada
(U.S. may prescribe or substitute other forms in place of those prescribed by
Sun Life of Canada (U.S.); nor to enter into any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of Sun Life of Canada
(U.S.).
D. FIDELITY BOND
Broker-Dealer represents that all directors, officers, employees and
Representatives of Broker-Dealer who are licensed pursuant to this Agreement as
Sun Life of Canada (U.S.) agents for state insurance law purposes or who have
access to funds of Sun Life of Canada (U.S.), including but not limited to funds
submitted with applications for the Plans or funds being returned to owners or
certificate holders, are and shall be covered by a blanket fidelity bond,
including coverage for larceny and embezzlement, issued by a reputable bonding
company. This bond shall be maintained by Broker-Dealer at Broker-Dealer's
expense. Such bond shall be, at least, of the form, type and amount required
under the NASD
48
Rules of Fair Practice. Sun Life of Canada (U.S.) may require evidence,
satisfactory to it, that such coverage is in force and Broker-Dealer shall give
prompt written notice to Sun Life of Canada (U.S.) of any notice of cancellation
or change of coverage.
49
Broker-Dealer assigns any proceeds received from the fidelity bonding
company to Sun Life of Canada (U.S.) to the extent of Sun Life of Canada
(U.S.)'s loss due to activities covered by the bond. If there is any deficiency
amount, whether due to a deductible or otherwise, Broker-Dealer shall promptly
pay Sun Life of Canada (U.S.) such amount on demand and Broker-Dealer hereby
indemnifies and holds harmless Sun life of Canada (U.S.) from any such
deficiency and from the costs of collection thereof (including reasonable
attorney's fees).
E. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns provided that
Broker-Dealer may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of Sun Life of Canada (U.S.)
F. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted Or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph L of Section V of this Agreement or to such other address as the party
may request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws
of the Commonwealth of
Massachusetts.
I. AMENDMENT OF AGREEMENT
Sun Life of Canada (U.S.) reserves the right to amend this Agreement at any
time and the submission of an application by a Representative of a Broker-Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Broker-dealer shall not print, publish or distribute any advertisement,
circular or any document relating to the Plans or relating to Sun Life of Canada
(U.S.) unless such advertisement, circular or document shall have been approved
in writing by Sun Life of Canada (U.S.) or by Clarendon, and in the case of
items within the scope of Section III, sub paragraph approved in writing by
Clarendon. Provided, however, that nothing herein shall prohibit Broker-dealer
from advertising life insurance and annuities in general or on a generic basis.
K. TERMINATION
This Agreement may be terminated, without cause, by any party upon thirty
(30) days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if Clarendon or Broker-dealer shall cease
to be a registered Broker-dealers under the Securities Exchange Act of 1934 and
a member of the NASD.
L. ADDRESS FOR NOTICES
NASD REGISTERED NAME:
--------------------------------
-----------------------------------------------------
HOME OFFICE ADDRESS:
--------------------------------
-----------------------------------------------------
-----------------------------------------------------
TAX ID NUMBER:
-------------------------------------
DATE:
------------------------------------------------
-----------------------------------------------------
PRINT NAME AND TITLE OF AUTHORIZED OFFICER
-----------------------------------------------------
SIGNATURE AND TITLE OF AUTHORIZED OFFICER
CLARENDON INSURANCE AGENCY, INC.
ATTN: XXXXXX X. XXXXX
000 XXXXXXXX XXXXXX
XXXXXX, XX 00000
CLARENDON INSURANCE AGENCY, INC.
BY: XXXXXX X. XXXXX
--------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
50
SUN LIFE OF CANADA (U.S.)
ATTN: XXXXXX X. XXXXX
ONE SUN LIFE EXECUTIVE PARK
XXXXXXXXX XXXXX, XX 00000
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
BY: XXXXXX X. XXXXX
-------------------------------------------------
XXXXXX X. XXXXX, SECRETARY
51
EXHIBIT F
SUN LIFE INSURANCE PRODUCTS
1998 STANDARD SALES COMPENSATION SUMMARY FOR THE REGATTA PRODUCTS
AS OF DECEMBER 30, 1997
SALES ADD'L YIELD
FIXED (F) DEALER DISTRIBUTOR SUN LIFE DCA ENHANCEMENT WHOLESALER TOTAL MFS
VARIABLE (V) COMM. ALLOWANCE ALLOWANCE ALLOWANCE BONUS ALLOWANCE
REGATTA GOLD (U.S.) - TYPE 1 & 2 BROKER DEALER & INSURANCE & INDEPENDENT DEALER FIRMS
NEW 1997 CONTRACTS AND ADD ON BUSINESS
SINCE 05/01/94
Type 1 & 2 - B/D & IID Firms - Dealer F 5.00% 1.21% 0.05% 1.26%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer V 5.00% 1.69% 0.05% 1.74%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer F 5.00% 1.21% 0.05% 1.26%
option - B
Type 1 & 2 - B/D & IID Firms - Dealer V 6.00% 1.29% 0.05% 1.34%
option - B
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms - Dealer F 5.00% 1.21% 0.00% -0.60% 0.05% 0.66%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer F 6.00% 0.21% 0.60% -0.60% 0.05% 0.26%
option - B
ADD ON BUSINESS - 01/01/93 - 04/30.94
Type 1 & 2 - B/D & IID Firms F 5.00% 1.21% 0.05% 1.26%
Type 1 & 2 - B/D & IID Firms V 5.00% 1.69% 0.05% 1.74%
ADD ON BUSINESS PRIOR TO 01/01/93
Type 1 & 2 - B/D & IID Firms F 5.00% 1.21% 0.05% 1.26%
Type 1 & 2 - B/D & IID Firms V 6.00% 1.29% 0.05% 1.34%
X. X. Xxxxxxx, Xxxxx Corp. Cigna, F 5.00% 1.21% 0.05% 1.26%
H.D. Vest, Xxxxxx Sec. & Xxxxxxx Xxxxx V 6.00% 1.69% 0.05% 1.74%
REGATTA GOLD (U.S.) - TYPE 4 BANKING FIRMS
NEW 1997 CONTRACTS AND ADD ON BUSINESS
SINCE 09/09/96
Type 4 - Banking Firms - Dealer F 5.50% 0.71% 0.05% 0.76%
Option - A
Type 4 - Banking Firms - Dealer V 5.50% 1.19% 0.05% 1.24%
Option - A
Type 4 - Banking Firms - Dealer F 5.50% 0.71% 0.05% 0.76%
Option - A
Type 4 - Banking Firms - Dealer V 6.25% 1.04% 0.05% 1.09%
Option - A
1 YEAR DCA OPTION (7.0% YIELD)
Type 4 - Banking Firms - Dealer F 5.50% 0.71% 0.00% -0.60% 0.05% 0.16%
Option - A
Type 4 - Banking Firms - Dealer F 6.25% -0.04% 0.60% -0.60% 0.05% 0.01%
Option - A
TOTAL 1035 ADVANCED
SUN LIFE MFS SUN LIFE COMMISSION
PAYOUT PORTION PORTION CHARGE
REGATTA GOLD (U.S.) - TYPE 1 & 2 BROKER DEALER & INSURANCE & INDEPENDENT DEALER FIRMS
NEW 1997 CONTRACTS AND ADD ON BUSINESS
SINCE 05/01/94
Type 1 & 2 - B/D & IID Firms - Dealer 6.26% -- 0.02%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer 6.74% 0.10% 0.10% 0.02%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer 6.28% -- 0.02%
option - B
Type 1 & 2 - B/D & IID Firms - Dealer 7.34% -- 0.02%
option - B
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms - Dealer 5.66% -- 0.02%
option - A
Type 1 & 2 - B/D & IID Firms - Dealer 6.26% -- 0.02%
option - B
Option - A
ADD ON BUSINESS - 01/01/93 - 04/30.94
Type 1 & 2 - B/D & IID Firms 6.26% -- 0.02%
Type 1 & 2 - B/D & IID Firms 6.74% 0.10% 0.10% 0.02%
ADD ON BUSINESS PRIOR TO 01/01/93
Type 1 & 2 - B/D & IID Firms 6.26% -- 0.02%
Type 1 & 2 - B/D & IID Firms 6.74% 0.05% 0.15% 0.02%
X. X. Xxxxxxx, Askar Corp. Cigna,
H.D. Vest, Xxxxxx Sec. & Xxxxxxx Xxxxx
TOTAL 1035 ADVANCED
SUN LIFE MFS SUN LIFE COMMISSION
PAYOUT PORTION PORTION CHARGE
REGATTA GOLD (U.S.) - TYPE 4 BANKING FIRMS
NEW 1997 CONTRACTS AND ADD ON BUSINESS
SINCE 09/09/96
Type 4 - Banking Firms - Dealer
Option - A 6.26% -- 0.02%
Type 4 - Banking Firms - Dealer
Option - A 6.74% 0.10% 0.10% 0.02%
Type 4 - Banking Firms - Dealer
Option - A 6.26% -- 0.02%
Type 4 - Banking Firms - Dealer
Option - A 7.34% -- 0.02%
1 YEAR DCA OPTION (7.0% YIELD)
Type 4 - Banking Firms - Dealer
Option - A 5.66% -- 0.02%
Type 4 - Banking Firms - Dealer
Option - A 6.26% -- 0.02%
52
SALES ADD'L YIELD
FIXED (F) DEALER DISTRIBUTOR SUN LIFE DCA ENHANCEMENT WHOLESALER TOTAL MFS
VARIABLE (V) COMM. ALLOWANCE ALLOWANCE ALLOWANCE BONUS ALLOWANCE
REGATTA GOLD (U.S.) - TYPE 4 BANKING FIRMS
ADD ON BUSINESS - 01/01/93 - 04/30.94
Type 4 - Banking Firms - Dealer F 5.50% 0.71% 0.05% 0.76%
Option - A
Type 4 - Banking Firms - Dealer V 6.25% 1.04% 0.05% 1.09%
Option - A
TOTAL 1035 ADVANCED
SUN LIFE MFS SUN LIFE COMMISSION
PAYOUT PORTION PORTION CHARGE
REGATTA GOLD (U.S.) - TYPE 4 BANKING FIRMS
ADD ON BUSINESS - 01/01/93 - 04/30.94
Type 4 - Banking Firms - Dealer 6.26% -- 0.02%
Option - A
Type 4 - Banking Firms - Dealer 7.34% 0.02%
Option - A
**SEE NOTES ON PAGE 2 OF EXHIBIT F
53
EXHIBIT F
SUN LIFE INSURANCE PRODUCTS
1998 STANDARD SALES COMPENSATION SUMMARY FOR THE COMPASS & HORIZON PRODUCTS
AS OF DECEMBER 30, 1997
MFS DISTRIBUTOR ALLOWANCE
SALES EXPENSE
FIXED (F) DEALER DISTRIBUTOR WHOLESALER ALLOWANCE TOTAL MFS
VARIABLE (V) COMM. ALLOWANCE BONUS PROGRAM ALLOWANCE
COMPASS PRODUCTS
Compass I (US) (3) F & V 4.00% 1.11% 0.05% 0.15% 1.31%
Compass II (US) (3) F & V 4.00% 1.11% 0.05% 0.15% 1.31%
Compass III (US) - Dealer Option #1 F & V 4.50% 1.11% 0.05% 0.15% 1.31%
Compass III (US) - Dealer Option #2 F & V 5.00% 1.11% 0.05% 0.15% 1.31%
Compass I (NY) (3) F & V 4.00% 1.11% 0.05% 0.15% 1.31%
Compass II (NY) (3) F & V 5.00% 1.11% 0.05% 0.15% 1.31%
Compass III (NY) F & V 5.00% 1.11% 0.05% 0.15% 1.31%
Compass Group (US) Contributions to (3) F & V 4.00% 1.11% 0.05% -- 1.16%
$3M)
Compass Group (US) (Contributions (3) F & V 3.00% 1.11% 0.05% -- 1.16%
over $3M)
HORIZON PRODUCTS
HORIZON I (US) (3) F & V 4.00% 1.11% -- 0.15% 1.26%
Horizon Plus (US) (3) F & V 4.00% 1.11% -- 0.15% 1.26%
Horizon V (US) (3) F & V 4.00% 1.11% -- 0.15% 1.26%
HORIZON PLUS (NY) (3) F & V 4.00% 1.11% 0.05% 0.15% 1.31%
REGATTA Q (401K ANNUITY)
(DISTRIBUTED BY SUN LIFE):
Contributions to the MFS Series Trust (2) F 3.00% 0.00% 0.00% -- 0.00%
Contributions to the MFS Series Trust (2) V 3.00% 0.00% 0.00% -- 0.00%
TRAIL COMMISSION (1)
TOTAL 1035 ADVANCED
SUN LIFE MFS SUN LIFE COMMISSION
PAYOUT PORTION PORTION CHARGE
COMPASS PRODUCTS
Compass I (US) 5.31% 0.05% 0.15%
Compass II (US) 5.31% 0.05% 0.15%
Compass III (US) - Dealer Option #1 5.81% 0.05% 0.15%
Compass III (US) - Dealer Option #2 6.31% --
Compass I (NY) 5.31% --
Compass II (NY) 6.31% --
Compass III (NY) 6.31% --
Compass Group (US) Contributions to 5.16% --
$3M)
Compass Group (US) (Contributions 4.16% --
over $3M)
HORIZON PRODUCTS
HORIZON I (US) 5.26% --
Horizon Plus (US) 5.26% --
Horizon V (US) 5.26% --
HORIZON PLUS (NY) 5.31% --
REGATTA Q (401K ANNUITY)
(DISTRIBUTED BY SUN LIFE):
Contributions to the MFS Series Trust (2) 3.00% -- 0.20%
Contributions to the MFS Series Trust (2) 3.00% -- 0.20%
NOTES:
1. Compass I, II trails begin after 63 months, all other product trails
begin after 15 months.
2. Effective 1/1/95, MFS will no longer earn a distributor commission on Sun
Life Career Agent sales.
3. Product no longer available for sale. Renewal business only.
54
EXHIBIT F
SUN LIFE INSURANCE PRODUCTS
1998 STANDARD SALES COMPENSATION SUMMARY FOR THE REGATTA PRODUCTS
AS OF DECEMBER 30, 1997
MFS DISTRIBUTOR ALLOWANCE
SALES ADD'L YIELD
FIXED (F) DEALER DISTRIBUTOR SUN LIFE DCA ENHANCEMENT WHOLESALER TOTAL MFS
VARIABLE (V) COMM. ALLOWANCE ALLOWANCE ALLOWANCE BONUS ALLOWANCE
REGATTA CLASSIC (U.S.)
Type 1 & 2 - B/D & IID Firms F 1.00% 0.20% 0.00% 0.20%
Type 1 & 2 - B/D & IID Firms V 1.00% 0.20% 0.00% 0.20%
Type 4 - Banking Firms F 1.00% 0.20% 0.00% 0.20%
Type 4 - Banking Firms V 1.00% 0.20% 0.00% 0.20%
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms F 1.00% 0.20% 0.00% 0.20%
Type 4 - Banking Firms F 1.00% 0.20% 0.00% 0.20%
REGATTA (NY)
Type 1 & 2 - B/D & IID Firms F 5.25% 1.06% 0.05% 1.11%
Type 1 & 2 - B/D & IID Firms V 5.25% 1.06% 0.05% 1.11%
Type 4 - Banking Firms 5.50% 0.81% 0.05% 0.86%
TYPE 4 - BANKING FIRMS 5.50% 0.81% 0.05% 0.86%
REGATTA GOLD (NY)
Type 1 & 2 - B/D & IID Firms F 5.00% 0.95% 0.05% 1.00%
Type 1 & 2 - B/D & IID Firms V 6.00% 1.05% 0.05% 1.10%
Type 4 - Banking Firms F 5.50% 0.45% 0.05% 0.50%
Type 4 - Banking Firms V 6.25% 0.80% 0.05% 0.85%
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms F 6.00% -0.03% 0.60% -0.60% 0.05% 0.02%
Type 4 - Banking Firms F 6.25% -0.28% 0.60% -0.60% 0.05% -0.23%
TRAIL
COMMISSION (1)
TOTAL 1035 ADVANCED
SUN LIFE MFS SUN LIFE COMMISSION
PAYOUT PORTION PORTION CHARGE
REGATTA CLASSIC (U.S.)
Type 1 & 2 - B/D & IID Firms 1.20% -- 1.00%
Type 1 & 2 - B/D & IID Firms 1.20% 0.20% 0.80%
Type 4 - Banking Firms 1.20% -- 1.00%
Type 4 - Banking Firms 1.20% 0.20% 0.80%
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms 1.20% -- 1.00%
Type 4 - Banking Firms 1.20% -- 1.00%
REGATTA (NY)
Type 1 & 2 - B/D & IID Firms 6.36% --
Type 1 & 2 - B/D & IID Firms 6.36%
Type 4 - Banking Firms 6.36% --
TYPE 4 - BANKING FIRMS 6.36% --
REGATTA GOLD (NY)
Type 1 & 2 - B/D & IID Firms 6.00% --
Type 1 & 2 - B/D & IID Firms 7.10%
Type 4 - Banking Firms 6.00% --
Type 4 - Banking Firms 7.10% --
1 YEAR DCA OPTION (7.0% YIELD)
Type 1 & 2 - B/D & IID Firms 6.02% --
Type 4 - Banking Firms 6.02% --
NOTES:
1. Trails begin after 15 months.
2. New Effective 9/9/96.
55
