Two copies of this agreement should Sun Life Annuity Service Center
be returned to: 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
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GENERAL AGENT AGREEMENT
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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:
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I WITNESSETH
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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, ("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 premises 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
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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 AND DUTIES OF GENERAL AGENT
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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, may suspend sales of any Plans or may amend any
policies or contracts evidencing such Plans. 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. APPOINTMENT OF SUB-AGENTS
General Agent is authorized to appoint sub-agents 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 the 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 Letter 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.
C. SECURING 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 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 attorneys' fees). General Agent shall be
responsible and liable therefor.
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 hereunder 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.
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IV COMPENSATION
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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, all 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.).
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 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 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.).
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V GENERAL PROVISIONS
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A. WAIVER
Failure of either 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
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 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
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Name and Address of General-Agent:
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General Agent's Signature
By
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(Signature of General Agent)
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Name and Title of General Agent
Dated
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Tax ID Number of General Agent
or agency
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EXHIBIT A
Attached to and made part of the General Agent Agreement with Sun Life Assurance
Company of Canada (U.S.) "Sun Life of Canada (U.S.)".
Commission will be paid to General Agent (or to Agency if required by law) in
the percentages shown below:
TYPE OF PLAN COMMISSION
Horizon One-Year Guaranteed Fixed Annuity
Horizon Five-Year Guaranteed Fixed Annuity -
ADDITIONAL PAYMENTS ONLY
Horizon Plus Guaranteed Fixed Annuity
Initial Payments
Additional Payments
Amount Applied to any Five Year
Subsequent Guarantee Period
Amount Applied to any One Year
Subsequent Guarantee Period
The payee of such Commissions, whether General Agent or Agency is hereafter
referred to as "payee".
Commissions will be paid to the Payee based on premiums or purchase payments
paid in cash or check and accepted by Sun Life of Canada (U.S.) on plans made
available by Sun Life of Canada (U.S.) under the said GENERAL AGENT AGREEMENT,
except that commissions will not be paid on premiums or purchase payments
submitted directly from the proceeds of the surrender of Spectrum Variable
Annuity Contracts issued by Nationwide Life Insurance Company.
COMMISSION CHARGEBACKS
In the event a policy, contract or certificate is returned to Sun Life of Canada
(U.S.) pursuant to the so-called "ten day free look" or "right to return
contract" provision of the policy or contract, the full commission paid thereon
shall be charged back to the Payee. It should be noted that the ten day period
in which any Owner may return the contract commences upon receipt of the
contract by the Owner. If a contract is mailed to the General Agent or
Sub-Agent for the delivery to the owner, such a "ten day free look" must
commence within 30 days after mailing to the General Agent or Sub-Agent, the
General Agent shall be responsible for paying to the Owner any loss in contract
value as a result of late delivery.
With regard to Horizon I & V contracts allocated to the fixed account, in the
event a policy, contract or certificate is fully surrendered during the first
contract year, the full commission paid thereon shall be charged back to the
Payee if the full surrender occurs prior to the date six months preceding the
first contract anniversary and 50% of the commission paid thereon shall be
charged back to the Payee if the full surrender occurs between the date six
months preceding the contract anniversary and the first contract anniversary.
With regard to the HORIZON PLUS contracts, in the event a policy, contract, or
certificate is fully surrendered, commissions will be charged back to the Payee
as follows: All commissions paid on an amount surrendered within six months of
said amount being paid to the Company shall be charged back; 50% of commissions
paid on an amount surrendered after six months, but within twelve months of said
amount being paid to the Company, shall be charged back.
To the extent permitted by law, the amount so charged back may, at the option of
Sun Life of Canada (U.S.), be set off against commission payments otherwise due
to the Payee.
REFUND OF PREMIUMS OR PURCHASE PAYMENTS
Should any premium or purchase payment on any policy, contract, or certificate
issued by Sun Life of Canada (U.S.) be refunded for any reason, Payee shall
repay or return any commissions received by it with respect to such premiums or
purchase payment.
EXHIBIT B
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 sub-agents submitted by
GENERAL AGENT. GENERAL AGENT 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 identity, residence and business reputation. We declare
that each applicant is known to be of good moral character and that the
individuals's reliability and financial responsibility are documented by
evidence of past performance. Each individual is trustworthy, competent
and qualified to act as an agent of Sun Life of Canada (U.S.) and to hold
himself out in good faith to the general public. We vouch for each
applicant.
2. 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.
3. 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.
4. 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.
5. 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.
