AMENDMENT NO. 3 December 1, 2008 PRINCIPAL UNDERWRITER’S AGREEMENT
AMENDMENT
NO. 3
December
1, 2008
The
Principal Underwriter’s Agreement dated April 1, 2002, as previously amended,
(the “Agreement”), by and among Sun Life Assurance Company of Canada (U.S.)
(“Sun Life (U.S.)”) and Clarendon Insurance Agency, Inc. (“Clarendon”) is hereby
further amended as follows.
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1.
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Paragraph
II D(2), captioned “Sun Life (U.S.)’s Responsibilities”, is hereby deleted
in its entirety, and replaced with the following effective as of this
Amendment:
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“Sun Life
(U.S.) shall make available to Clarendon, as necessary, Plan prospectuses,
applications and sales and advertising material. Sun Life (U.S.)
shall be responsible for the approval of sales and advertising material if
required by state and other local insurance regulatory
authorities. It is understood and acknowledged that Sun Life
(U.S.), in its capacity and at its own expense as the insurance company
developing, issuing and administering the subject Plans, performs various
general corporate support activities and functions in furtherance of its
business, including, by way of example and not of limitation, accounting,
systems, human resources, facilities management, legal, and compliance, some of
which may, from time to time, also be in furtherance of the principal
underwriter, and related wholesaling, function contemplated by this
Agreement.”
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2.
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Paragraph
V, captioned “Expense Reimbursement”, is hereby deleted in its entirety,
and replaced with the following effective as of this
Amendment:
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“V. Charges and
Payment. Sun Life (U.S.) agrees to reimburse Clarendon for the
cost of services provided by Clarendon to Sun Life (U.S.) pursuant to this
Agreement. The charge to Sun Life (U.S.) for such services shall
include all direct and directly allocable expenses, reasonably and equitably
determined to be attributable to Sun Life (U.S.) by Clarendon, plus a reasonable
charge for direct overhead, the amount of such charge for overhead to be agreed
upon by the parties from time to time.
The
allocable expenses and overhead charges shall include, without limitation: all
necessary examination and registration fees and other expenses of any type
incurred by Clarendon with respect to the registration with FINRA of individuals
employed by or otherwise associated with Sun Life (U.S.); all
necessary training and continuing education expenses incurred by Clarendon with
respect to FINRA-registered individuals who are employed by or otherwise
associated with Sun Life (U.S.); all filing fees incurred by Clarendon with
respect to the filing with FINRA of sales and advertising material for the
Plans; salaries and payroll taxes for personnel performing services; license and
registration fees; equipment and supplies; computer charges; consulting,
accounting and legal fees; travel expenses; rent and other reasonable and
customary business overhead charges; and all other charges, costs, and expenses
reasonably incurred in connection with providing the services contemplated
hereunder. In general, expenses will be allocated on the basis of an
allocation methodology in accordance with customary cost accounting procedures
consistently applied, and in proportion to Sun Life (U.S.)’s utilization of the
services contemplated hereunder.
Within
thirty (30) days after the last day of each month, Clarendon intends to submit
to Sun Life (U.S.) a detailed written statement of charges due from Sun Life
(U.S.) to Clarendon in the preceding calendar month. Clarendon
reserves the right to provide statements on a less frequent basis, but in no
event less than on a quarterly basis. Each statement shall include
charges not included in any previous statements, and any balance payable or to
be refunded as shown in the statement shall be paid or refunded within thirty
(30) days following receipt of the written statement by Sun Life
(U.S.).
If Sun
Life (U.S.) objects to Clarendon’s determination of charges hereunder, it shall
so advise Clarendon within thirty (30) days of receipt of said
determination. Unless the parties can reconcile any such objection,
they shall agree to the selection of a firm of independent certified public
accountants, which shall determine the charges properly allocable to Sun Life
(U.S.) and shall, within a reasonable time, submit such determination, together
with the basis therefor, in writing to Clarendon and Sun Life (U.S.), whereupon
such determination shall be binding. The expenses of such a
determination by a firm of independent certified public accountants shall be
borne equally by Clarendon and Sun Life (U.S.).”
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3.
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This
Amendment does not alter, amend or modify the Agreement other than as set
forth in this Amendment, and it is subject otherwise to all the terms and
conditions of the Agreement.
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In
Witness Whereof, each of the undersigned parties has executed this Amendment, by
its duly authorized officers, as of the date first above written.
SUN LIFE
ASSURANCE COMPANY OF CANADA (U.S.)
By: ____________________________________
Name: Xxxxxx
X. Xxxxxxx
Title: Authorized
Signer
By: ____________________________________
Name: Xxxxxxx
X. Xxxxx
Title: Authorized
Signer
CLARENDON
INSURANCE AGENCY, INC.
By: ____________________________________
Name: Xxxx
X. Xxxxx
Title: Authorized
Signer
By: ____________________________________
Name: Xxxxxxx
X. XxxXxxxxx
Title: Authorized
Signer
LegalDocs#91009
AMENDMENT
NO. 3
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