CORPORATE MARKETS VARIABLE LIFE INSURANCE
SALES AGREEMENT
AGREEMENT by and between SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
("the Company"), a Delaware corporation; Sun Investment Services Company
("Sun Investment"), a Delaware corporation, a broker-dealer registered with
the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act") and a member of the National Association of Securities
Dealers, Inc. ("NASD");_____________________________________________________
("Selling Broker-Dealer"), also a broker-dealer registered under the 1934 Act
and a member of the NASD; and _______________________________________________
("Producer") an insurance agency affiliate of Selling Broker-Dealer.
W I T N E S S E T H:
WHEREAS, the Company issues certain life insurance contracts listed in
Schedule A (the "Contracts"), which are registered under the Securities Act
of 1933 (the "1933 Act"):
WHEREAS, the Company has authorized Sun Investment to act as the general
distributor and principal underwriter of the Contracts; and in that capacity
to enter into agreements, subject to the consent of the Company, with
Broker-Dealers and such Producers to act as Special COLI Producers for the
distribution of the Contracts:
WHEREAS, Sun Investment has agreed to assist in obtaining licenses,
registrations and appointments to enable the registered representatives and
sub-brokers of Producer to sell the Contracts, and participate at educational
meetings to familiarize them with the provisions and features of the
Contracts; and
WHEREAS, Selling Broker-Dealer and Producer have been selected by Sun
Investment to distribute the Contracts and Selling Broker-Dealer and
Producer, in an insurance brokerage capacity, wish to participate in the
distribution of the Contracts to their clients.
NOW THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
APPOINTMENT
Subject to the terms and conditions of this Agreement, the Company and
Sun Investment hereby appoint Selling Broker-Dealer and Producer to solicit
applications for the Contracts.
Selling Broker-Dealer and Producer jointly and severally accept such
appointment and each agrees to use its best efforts to find purchasers for
the Contracts acceptable to the Company.
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II.
AUTHORITY AND DUTIES OF PRODUCER
A. Licensing and Appointment of Sub-brokers
Producer is authorized to appoint sub-broker ("Sub-brokers") to solicit
sales of the Contracts. Producer agrees to fulfill all requirements set
forth in the General Letter of Recommendation attached as Schedule B hereto
in conjunction with its submission of licensing and appointment papers for
all Sub-brokers.
Producer warrants that it and all of its Sub-brokers appointed pursuant
to this Agreement shall not solicit nor aid, directly or indirectly, in the
solicitation of any application for any Contract until fully licensed by the
proper authorities under the applicable insurance laws within the applicable
jurisdictions where Producer proposes to offer the Contracts, where the
Company is authorized to conduct business and where the Contracts may be
lawfully sold.
Producer shall periodically provide the Company with a list of all
Sub-brokers appointed by Producer and the jurisdictions where such
Sub-brokers are licensed to solicit sales of the Contracts. The company
shall periodically provide Producer with a list which shows; (i) the
jurisdictions where the Company is authorized to do business; and (ii) any
limitations on the availability of the Contracts in any of such jurisdictions.
Producer shall prepare and transmit the appropriate appointment forms to
the Company. Producer shall pay all fees to state insurance regulatory
authorities in connection with obtaining necessary licenses and
authorizations for Sub-brokers to solicit and sell the Contracts. The
Company will pay appointment fees for Producer and resident appointment fees
for Sub-brokers. Non-resident appointment fees for Sub-brokers will be paid
by the Producer. The Company may refuse for any reason to apply for the
appointment of a Sub-broker and may cancel any existing appointment at any
time.
B. Rejection of Sub-broker
The Company or Sun Investment may refuse for any reason, by written
notice to Producer to permit any Sub-broker the right to solicit applications
for the sale of any of the Contracts. Upon receipt of such notice, Producer
immediately shall cause such Sub-broker to cease such solicitations of sales
and cancel the appointment of any Sub-broker under this agreement.
C. Supervision of Sub-broker
Producer, jointly with Selling Broker-Dealer, shall supervise all
Sub-brokers appointed pursuant to this Agreement to solicit sales of the
Contracts and bear responsibility for all acts and omissions of each
Sub-broker. Producer shall comply with and exercise all responsibilities
required by applicable federal and state law and regulations. Producer shall
train and supervise its Sub-brokers to ensure that purchase of a Contract is
recommended only to applicants where there are reasonable grounds to believe
the purchase of the Contract is suitable for that applicant.
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While not limited to the following, a determination of suitability shall be
based on information furnished to a Sub-broker after reasonable inquiry of
such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs, and the likelihood that the
applicant will continue to make any premium payments contemplated by the
Contracts and will keep the Contract in force for a sufficient period of time
so that the Company's acquisition costs are amortized over a reasonable
period of time.
Nothing contained in this Agreement or otherwise shall be deemed to make
any Sub-broker appointed by Producer an employee or agent of the Company or
Sun Investment. Neither the Company nor Sun Investment shall have any
responsibility for the training and supervision of any Sub-broker or any
employee of Producer. If the act or omission of a Sub-broker or any employee
of Producer is the proximate cause of claim, damage or liability (including
reasonable attorneys' fees) to the Company or Sun Investment, Producer and
Selling Broker-Dealer shall be responsible and liable, jointly and severally,
therefor.
III.
AUTHORITY AND DUTIES OF SELLING BROKER-DEALER
Selling Broker-Dealer agrees that it has the full legal responsibility
for the training and supervision of all persons, including Sub-brokers of
Producer, associated with Selling Broker-Dealer who are engaged directly or
indirectly in the offer or sale of Contracts. All such persons shall be
registered representatives of Selling Broker-Dealer and shall be subject to
the control and supervision of Selling Broker-Dealer with respect to their
securities regulated activities. Selling Broker-Dealer shall: (i) train and
supervise Sub-brokers, in their capacity as registered representatives, in
the sale of Contracts; (ii) use its best efforts to cause such Sub-brokers to
qualify under applicable federal and state laws to engage in the sale of
Contracts; (iii) provide the Company and Sun Investment to their satisfaction
with evidence of Sub-brokers' qualifications to sell Contracts; (iv) notify
the Company if any of such Sub-brokers ceases to be a registered
representative of Selling Broker-Dealer; and (v) train and supervise
Sub-brokers to ensure compliance with applicable federal and state securities
laws, rules, regulations, statements of policy thereunder and with NASD
rules. Selling Broker-Dealer, jointly with Producer, shall train and
supervise Sub-brokers to ensure that purchase of a Contract is recommended
only to applicants where there are reasonable grounds to believe the purchase
of the Contract is suitable for that applicant. While not limited to the
following, a determination of suitability shall be based on information
furnished to a Sub-broker after reasonable inquiry of such applicant
concerning the applicant's other security holdings, financial situation and
needs. Selling Broker-Dealer shall ensure that any offer of a Contract made
by a Sub-broker will be made by means of a currently effective prospectus.
The Company and Sun Investment shall not have any responsibility for the
supervision of any registered representative or any employee or affiliate of
Selling Broker-Dealer. If the act or omission of a registered representative
or any employee or affiliate of Selling Broker-Dealer is the proximate cause
of any claim, damage or liability (including reasonable attorney's fees)
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to the Company or Sun Investment, Selling Broker-Dealer and Producer shall be
responsible and liable, jointly and severally, therefor.
Selling Broker-Dealer at all times shall be duly registered as a
broker-dealer under the 1934 Act, a member in good standing of the NASD and
duly licensed in all states and jurisdictions where required to perform
pursuant to this agreement. Selling Broker-Dealer shall fully comply with
the requirements of the 1934 Act and all other applicable federal or state
laws and with the rules of the NASD. Selling Broker-Dealer shall establish
such rules and procedures as may be necessary to cause diligent supervision
of the securities activities of the Sub-brokers including ensuring compliance
with the prospectus delivery requirements of the 1933 Act.
IV.
AUTHORITY AND DUTIES OF
PRODUCER AND SELLING BROKER-DEALER
A. Contracts
The Contracts issued by the Company to which this Agreement applies are
listed in Schedule A. This Schedule A may be amended from time to time by
the Company. The Company, in its sole discretion, with prior or concurrent
written notice to Selling Broker-Dealer and Producer, may suspend
distribution of any Contract. The Company also has the right to amend any
Contract at any time.
B. Securing Applications
Each application for a Contract shall be made on an application form
provided by the Company and all payments collected by Selling Broker-Dealer,
Producer or any registered representative and Sub-broker shall be remitted
promptly in full, together with such application form and any other required
documentation, directly to the Company at the address indicated on such
application or to such other address as may be designated by the Company.
All such payments and documents shall be the property of the Company.
Selling Broker-Dealer and Producer shall review all such applications for
completeness and for compliance with the conditions herein, including the
suitability and prospectus delivery requirements set forth herein. Check or
money order in payment of such Contracts should be made payable to the order
of "Sun Life Assurance Company of Canada (U.S.)." All applications are
subject to acceptance or rejection by the Company in its sole discretion.
C. Receipt of Money
All money payable in connection with any of the Contracts, whether as
premium, purchase payment or otherwise and whether paid by or on behalf of
any contract owner or anyone else having an interest in the Contracts, is the
property of the Company and shall be transmitted immediately in accordance
with the administrative procedures of the Company
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without any deduction or offset for any reason including, but not limited to,
any deduction or offset for compensation claimed by Selling Broker-Dealer or
Producer, unless there has been a prior written arrangement for net wire
transmissions between the Company and Selling Broker-Dealer or Producer.
D. Notice of Sub-broker's Noncompliance
Selling Broker-Dealer shall immediately notify Sun Investment and
Producer in the event a Sub-broker fails or refuses to submit to the
supervision of Selling Broker-Dealer or Producer in accordance with this
Agreement or any related agreement between Selling Broker-Dealer, Producer
and Sub-broker or otherwise fails to meet the rules and standards imposed by
Selling Broker-Dealer or its registered representatives or Producer or its
Sub-brokers. Selling Broker-Dealer or Producer shall also immediately notify
such Sub-broker that he or she is no longer authorized to sell the Contracts,
and both Selling Broker-Dealer and Producer shall take whatever additional
action may be necessary to terminate the sales activities of such Sub-broker
relating to the Contracts.
E. Sales Promotion, Advertising and Prospectuses
No sales promotion materials, circulars, documents or any advertising
relating to any of the Contracts shall be used by Selling Broker-Dealer,
Producer or any Sub-brokers unless the specific item has been approved in
writing by Sun Investment and the Company prior to use. Selling
Broker-Dealer shall be provided, without any expense to Selling
Broker-Dealer, with prospectuses relating to Contracts. Selling
Broker-Dealer and Producer shall be provided with such other material as Sun
Investment determines necessary or desirable for use in connection with sales
of the Contracts. Nothing in these provisions shall prohibit Selling
Broker-Dealer or Producer from advertising life insurance and annuities on a
generic basis.
Selling Broker-Dealer, Producer and Sub-brokers shall make no material
representations relating to the Contracts, other than those contained in the
relevant registration statement, as may be amended, or in sales promotion or
other materials approved by the Company and Sun Investment as provided herein.
F. Confidentiality
The Company, Sun Investment, Selling Broker-Dealer and Producer shall
keep confidential all information obtained pursuant to this Agreement,
including, without limitation, names of the purchasers of the Contracts, and
shall disclose such information, only if authorized to make such disclosure
in writing, or if such disclosure is expressly required by applicable federal
or state regulatory authorities.
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G. Records
Selling Broker-Dealer and Producer shall have the responsibility for
maintaining the records of its Sub-brokers and representatives licensed,
registered and otherwise qualified to sell the Contracts. Selling
Broker-Dealer and Producer shall maintain such other records as are required
of them by applicable laws and regulations. The books, accounts and records
of Selling Broker-Dealer and Producer relating to the sale of the Contracts
shall be maintained so as to clearly and accurately disclose the nature and
details of the transactions. Selling Broker-Dealer and Producer each agree
to make the books and records relating to the sale of the Contracts available
to the Company or Sun Investment upon their written request.
H. Sub-Broker Agreements
Before a Sub-broker is permitted by Producer and Selling Broker-Dealer
to offer the Contracts, Sub-broker shall have entered into a written
agreement with Producer and Selling Broker-Dealer pursuant to which (i)
Sub-broker is appointed as a Sales representative of Producer and a
registered representative of Selling Broker-Dealer; (ii) Sub-broker agrees
that his or her selling activities relating to Contracts shall be under the
supervision and control of Selling Broker-Dealer and Producer, and (iii) that
Sub-brokers right to continue to sell such Contracts is subject to his or her
continued compliance with such agreement and any procedures, rules or
regulations implemented by Selling Broker-Dealer or Producer. At the request
of the Company, a copy of each such written agreement shall be mailed to the
Company.
V.
COMPENSATION
A. Commissions and Fees
Commissions and fees payable to Selling Broker-Dealer, Producer or any
Sub-broker in connection with the Contracts shall be paid by the Company
through Sun Investment, as paying agent for the Company to Producer, or
otherwise permitted by law or regulation. Producer shall pay Selling
Broker-Dealer and Sub-broker. Sun Investment will provide Selling
Broker-Dealer and Producer with a copy of its current Compensation
Schedule(s), attached hereto as Schedule C. Unless otherwise provided in
Schedule C. compensation will be paid as a percentage of premiums or purchase
payments (collectively, "Payments") received and accepted by the Company on
applications obtained by the various Sub-brokers appointed by Producer
hereunder. Upon termination of this Agreement, all compensation to Selling
Broker-Dealer and Producer hereunder shall cease. However, Producer shall be
entitled to receive compensation for all new and additional premium payments
which are in process at the time of termination, and shall continue to be
liable for any charge-backs pursuant to the provisions of said Schedule C, or
for any other amount advanced by or otherwise due the Company or Sun
Investment hereunder. The Company reserves the right not to pay compensation
on a Contract for which the premium is paid in whole or in part by the loan
or surrender value of any other life insurance policy or annuity contract
issued by the Company or any direct or indirect affiliated company.
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Sun Investment, at the direction of the Company, shall deduct any charge
backs from compensation otherwise due Producer or Selling Broker-Dealer. If
any amount to be deducted exceeds compensation otherwise due, Producer and/or
Selling Broker-Dealer shall promptly pay back the amount of the excess
following a written demand by Sun Investment or the Company. Producer and
Selling Broker-Dealer are jointly and severally liable for such charge backs.
The Company recognizes the Contract Owners' right on issued Contracts to
terminate its agent of record status with Producer and/or change a Selling
Broker-Dealer, provided that the Contract Owner notifies Sun Investment in
writing. When a Contract Owner terminates its agent of record, no further
service fees nor compensation on any payments due or received on any
increases in face amount in the existing policy after termination, shall be
payable to Producer or Selling Broker-Dealer in accordance with Schedule C
after the notice of termination is received and accepted by Sun Investment.
However, when a Contract Owner designates a new Selling Broker-Dealer other
than those of record, compensation on any payments due or received on any
increases in face amount in the existing Contract after the change, shall be
payable to the new Selling Broker-Dealer in accordance with Schedule C in
effect at the time of issuance of the Contract.
A change of Selling Broker-Dealer request by a Contract Owner shall be
honored by the Company only if there exists a valid similar Corporate Markets
Variable Life Insurance Sales Agreement between the Company, Sun Investment
and the new Selling Broker-Dealer and (1) the Contract Owner(s) requests in
writing that the Sub-broker remains as representative of record, or (2) both
the former and future Selling Broker-Dealers direct the Company and Sun
Investment in a joint writing to transfer all policies and future
compensation to the new Selling Broker-Dealer, or (3) the NASD approves and
effects a bulk transfer of all representatives to a new Selling Broker-Dealer.
B. Time of Payment
Sun Investment will pay any commissions due Producer in accordance with
Schedule C of this Agreement, as it may be amended from time to time.
C. Amendment of Schedules
Sun Investment may amend Schedule C upon at least ten (10) days' prior
written notice to Selling Broker-Dealer and Producer. The submission of an
application for the Contracts by Selling Broker-Dealer or Producer after the
effective date of any such amendment shall constitute agreement to such
amendment. Any such amendment shall apply to compensation due on
applications received by the Company after the effective date of such notice.
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D. Prohibition Against Rebates
The Company or Sun Investment may terminate this Agreement if Selling
Broker-Dealer, Producer or any Sub-broker rebates, offers to rebate or
withholds any part of any Payment on the Contracts. If Selling
Broker-Dealer, Producer or any Sub-broker shall at any time induce or
endeavor to induce any Owner of any Contract issued hereunder to discontinue
payments or to relinquish any such Contract, except under circumstances where
there is reasonable grounds for believing the Contract is not suitable for
such person, any and all compensation due Producer hereunder shall cease and
terminate.
E. Indebtedness and Right of Set Off
Nothing contained in this Agreement shall be construed as giving Selling
Broker-Dealer or Producer the right to incur any indebtedness on behalf of
the Company or Sun Investment. Selling Broker-Dealer and Producer hereby
authorize Sun Investment and the Company to set off liabilities of Selling
Broker-Dealer and Producer to the Company and Sun Investment against any and
all amounts otherwise payable to Selling Broker-Dealer or Producer.
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 to be, or shall
constitute, a waiver of any other provisions, whether or not similar, nor
shall any waiver constitute a continuing waiver.
B. Limitations
The Selling Broker-Dealer and Producer are independent contractors with
respect to the Company and Sun Investment. No sub-broker is a party to this
Agreement nor is any sub-broker entitled to claim the status of a third party
beneficiary with respect to this Agreement. No party other than the Company
and or Sun Investment, as the case may be, shall have the authority to: (i)
make, alter or discharge any Contract issued by the Company; (ii) waive any
forfeiture or extend the time of making any payments; (iii) enter into any
proceeding in a court of law or before a regulatory agency in the name of or
on behalf of the Company or Sun Investment; (iv) contract for the expenditure
of funds of the Company or Sun Investment; (v) alter the forms which the
Company prescribes, or substitute other forms in place of those prescribed by
Sun Investment.
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C. Fidelity Bond and Other Liability Coverage
Selling Broker-Dealer and Producer each represent that all directors,
officers, agents, employees and brokers who are licensed pursuant to this
Agreement as brokers for the Company for state insurance law purposes or who
have access to funds of the Company, including but not limited to, funds
submitted with applications for the Contracts 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 Selling
Broker-Dealer or Producer at their expense and shall be, at a minimum, of the
form, type and amount required under NASD Rules endorsed to extend coverage
to transactions relating to the Contracts. The Company may require evidence
satisfactory to it, that such coverage is in force and Selling Broker-Dealer
or Producer, as the case may be, shall give prompt written notice to the
Company of any notice of cancellation of the bond or change of coverage.
Selling Broker-Dealer and Producer hereby assign any proceeds received
from a fidelity bonding company, error and omissions or other liability
coverage, to the Company or Sun Investment as their interest may appear, to
the extent of their loss due to activities covered by the bond, policy or
other liability coverage. If there is any deficiency amount, whether due to
a deductible or otherwise, Selling Broker-Dealer or Producer shall promptly
pay such amounts on demand. Selling Broker-Dealer and Producer hereby
indemnify and hold harmless the Company and Sun Investment from any such
deficiency and from the costs of collection thereof (including reasonable
attorneys' fees).
D. 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
neither Selling Broker-Dealer nor Producer may assign this Agreement or any
rights or obligations hereunder without the prior written consent of the
Company.
E. Regulations
All parties agree to observe and comply with the existing laws and rule
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.
F. Indemnification
The Company and Sun Investment agree to indemnify and hold harmless
Selling Broker-Dealer and Producer, their officers, directors, agents and
employees, against any and all losses, claims, damages or liabilities to
which they may become subject under the 1933 Act, the 1934 Act, or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based
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upon any untrue statement or alleged untrue statement of a material fact or
any omission or alleged omission to state a material fact required to be
stated or necessary to make the statements made not misleading in the
registration statement for the Contracts filed pursuant to the 1933 Act, or
any prospectus included as a part thereof, as from time to time amended and
supplemented, or in any advertisement or sales literature approved in writing
by the Company and Sun Investment pursuant to this Agreement.
Selling Broker-Dealer and Producer agree to indemnify and hold harmless
the Company and Sun Investment, their officers, directors, agents and
employees, against any and all losses, claims, damages or liabilities to
which they may become subject under the 1933 Act, the 1934 Act, or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (a) any oral or written
misrepresentation by Selling Broker-Dealer or Producer or their officers,
directors, employees or agents unless such misrepresentation is contained in
the registration statement for the Contracts, any prospectus included as a
part thereof, as from time to time amended and supplemented, or any
advertisement or sales literature approved in writing by the Company and Sun
Investment pursuant to this Agreement, (b) the failure of Selling
Broker-Dealer or Producer or their officers, directors, employees or agents
to comply with any applicable provisions of this Agreement or (c) claims by
brokers or employees of Producer or Selling Broker-Dealer for payments of
compensation or remuneration of any type. Selling Broker-Dealer and Producer
will reimburse the Company or Sun Investment or any director, officer, agent
or employee of either entity for any legal or other expenses reasonable
incurred by the Company, Sun Investment, or such office, director, agent or
employee in connection with investigating or defending any such loss, claims,
damages, liability or action. This indemnity agreement will be in addition
to any liability which Broker-Dealer may otherwise have.
G. Notices
All notices or communications shall be sent to the following address for
the Company or Sun Investment, or to such other address as the Company or Sun
Investment may request by giving written notice to the other parties:
Sun Life Assurance Co. Of Canada (U.S.) Sun Investment Services Co.
One Sun Life Xxxxxxxxx Xxxx, XX0000 One Sun Life Xxxxxxxxx Xxxx, XX0000
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, XX 00000
All notices or communications to the Selling Broker-Dealer or Producer
shall be sent to the last address known to the Company for that party, or to
such other address as Selling Broker-Dealer or Producer may request by giving
written notice to the other parties.
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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 Investment may amend this Agreement upon at least ten (10) days'
prior written notice to Selling Broker-Dealer and Producer. The submission
of an application for the Contracts by Selling Broker-Dealer or Producer
after the effective date of any such amendment shall constitute agreement to
such amendment.
J. Producer as Broker-Dealer
Selling Broker-Dealer and Producer shall not have the other entity's
authority and shall not be responsible for the other entity's duties
hereunder unless Selling Broker-Dealer and Producer are the same entity,
subject to their acceptance of joint and several responsibility under this
Agreement. If Selling Broker-Dealer and Producer are the same person or
legal entity, such person or legal entity shall have the rights and
obligations hereunder of both Selling Broker-Dealer and Producer and this
Agreement shall be binding and enforceable by and against such person or
legal entity in both capacities.
K. Complaints and Investigations
The Company, Sun Investment, Selling Broker-Dealer and Producer agree to
cooperate fully in any insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the Contracts distributed
under this Agreement. The Company, Sun Investment, Selling Broker-Dealer and
Producer further agree to cooperate fully in any securities regulatory
investigation or proceeding with respect to the Company, Sun Investment,
Selling Broker-Dealer and Producer, their affiliates and their agents or
representatives to the extent that such investigation or proceeding is in
connection with the Contracts distributed under this Agreement. Without
limiting the foregoing:
(a) Selling Broker-Dealer or Producer will be notified promptly of any
customer complaint or notice of any regulatory investigation or proceeding
or judicial proceeding received by the Company or Sun Investment with
respect to Selling Broker-Dealer or Producer or any Sub-broker or which may
affect the Company's issuance of any contracts sold under this Agreement;
and
(b) Selling Broker-Dealer and Producer will promptly notify the Company
and Sun Investment of any customer complaint or notice of any regulatory
investigation or proceeding received by Selling Broker-Dealer, Producer or
their affiliates with respect to Selling Broker-Dealer, Producer or any
Sub-broker in connection with any Contracts distributed under this
Agreement or any activity in connection with any such policies.
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In the case of a substantive customer complaint, the Company, Sun
Investment, Selling Broker-Dealer and Producer will cooperate in
investigating such complaint and any response will be sent to the other party
to this Agreement for approval not less than five business days prior to its
being sent to the customer or regulatory authority, except that if a more
prompt response is required, the proposed response shall be communicated by
telephone or telegraph.
L. Termination
This Agreement may be terminated, without cause, by any party upon
thirty (30) days' prior written notice. This Agreement also may be
terminated immediately if Sun Investment or Selling Broker-Dealer shall cease
to be a registered Broker-Dealer under the 1934 Act or a member in good
standing of the NASD, or if there occurs the dissolution, bankruptcy or
insolvency of Selling Broker-Dealer or Producer. Sections V I, F and K shall
survive termination of this Agreement.
Upon termination of this Agreement, Selling Broker-Dealer and Producer
shall each use their best efforts to have all property of the Company and Sun
Investment in Selling Broker-Dealer, Producer or Sub-brokers' possession
promptly returned to the Company or Sun Investment, as the case may be. Such
property includes illustration software, prospectuses, applications and other
literature supplied by the Company or Sun Investment.
M. Exclusivity
Selling Broker-Dealer and Producer each agree that no territory is
assigned exclusively hereunder and that the Company and Sun Investment
reserve the right in their discretion to establish one or more agencies in
any jurisdiction in which Selling Broker-Dealer and Producer transact
business hereunder.
This Agreement shall be effective as of __________________________________.
Sun Life Assurance Company of Canada (U.S.) __________________________________
(Selling Broker-Dealer)
By:___________________________________ By:________________________________
(Signature) (Signature)
Title:________________________________ Title:_____________________________
Date:_________________________________ Date: _____________________________
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Sun Investment Services Co. ___________________________________
(Producer)
By:___________________________________ By:________________________________
(Signature) (Signature)
Title:________________________________ Title:_____________________________
Date:_________________________________ Date: _____________________________
______________________________________ ___________________________________
(Producer) (Producer)
By:___________________________________ By:________________________________
(Signature) (Signature)
Title:________________________________ Title:_____________________________
Date:_________________________________ Date: _____________________________
SCHEDULE A
TYPES OF PLANS
* Sun Life Corporate VUL-SM-
(flexible premium variable universal life insurance policy)
SCHEDULE B
General Letter of Recommendation
PRODUCER hereby certifies to Sun Life (U.S.) and Sun Investment that all
the following requirements will be fulfilled in conjunction with the
submission of licensing/appointment papers for all applicants as sub-brokers
submitted by PRODUCER. PRODUCER will, upon request, forward proof of
compliance with same to Sun Life (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 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 a sales representative for Sun Life (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 with our
NASD member firm.
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 (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 (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 until duly
licensed therefore. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write,
or solicit business in any capacity, and they will not be so permitted
until the certificate of authority or license applied for is received.
We acknowledge that the applicant, when licensed, shall be a broker
for Sun Life (U.S.) and not an agent or sub-agent of Sun Life (U.S.).
