EXHIBIT NO. 99.5
MARKETING COORDINATION AND ADMINISTRATIVE
SERVICES AGREEMENT
THIS AGREEMENT entered into by and between Sun Life Assurance Company
of Canada (U.S.) ("Sun Life (U.S.)"), a Delaware corporation; Massachusetts
Financial Services Company ("MFS"),a Delaware corporation; and Clarendon
Insurance Agency, Inc. ("Clarendon"), a Massachusetts corporation.
WITNESSETH
WHEREAS Sun Life (U.S.) proposes to issue and offer for sale certain
life insurance and annuity contracts (the "Plans") which are deemed to be
securities under the Securities Act of 1933 ("33 Act"); and
WHEREAS Clarendon is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("34
Act") and is a member of the National Association of Securities Dealers, Inc.
("NASD"); and
WHEREAS Clarendon proposes to coordinate the marketing of the Plans;
and
WHEREAS MFS is registered as a broker-dealer with the SEC under the
34 Act and is a member of the NASD; and
WHEREAS MFS proposes to assist Clarendon in coordinating the marketing
of the Plans and to perform certain administrative services in conjunction with
the Plans.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, 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.), MFS and Clarendon.
B. Suspension/Restriction
Sun Life (U.S.) may, at its option and 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 jurisdiction, written
notice shall be given to MFS and Clarendon immediately upon receipt by Sun Life
(U.S.) of notice of such required suspension or restriction. In all other cases,
Sun Life (U.S.) will provide thirty (30) days' prior written notice to MFS and
Clarendon of any such suspension or restriction.
C. Plan Changes
Sun Life (U.S.) may, at its option and at its sole discretion, amend,
add or delete features of all or any 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 MFS and Clarendon. If the change is required by any regulatory
authority having jurisdiction, written notice shall be given to MFS and
Clarendon immediately upon receipt by Sun Life (U.S.) of notice of such required
change. In all other cases, Sun Life (U.S.) will provide to MFS and Clarendon at
least thirty (30) days' prior to the effective date of such change.
II
MARKETING COORDINATION AND SALE ADMINISTRATION
A. General Distributor
Clarendon is hereby appointed by Sun Life (U.S.) as the General
Distributor of the Plans. Clarendon shall, at all times, when performing its
functions under this Agreement, be registered as a securities broker-dealer with
the SEC and the NASD and shall be licensed or registered as a securities
broker-dealer in those jurisdictions where the performance of the duties
contemplated by this Agreement would require such licensing or registration.
B. Distribution Agreements
Clarendon will distribute the Plans pursuant to either a Sales
Operations and General Agents Agreement or a Broker-Dealer Supervisory and
Service Agreement and Registered Representative's Agent Agreement ("Distribution
Agreements"). Copies of the Distribution Agreements are attached as Exhibits B,
C and D, 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 and D, respectively, unless otherwise agreed to by Sun Life (U.S.). No
Commission Schedule attached to any Distribution Agreement may provide for
commission payments in excess of specified maximums established by Sun Life
(U.S.) from time to time. Clarendon shall retain copies of all executed
Distribution Agreements and all correspondence, memoranda and other documents
relating to the Distribution Agreements.
C. Agents/Registered Representatives
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 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.
(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 MFS or 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 under all applicable securities laws; (iv)
associated as a registered representative with a broker/dealer registered under
the 34 Act and a NASD member and which has executed a Distribution Agreement;
and (v) covered by a fidelity board which provides for claim payments to be made
to Sun Life (U.S.).
2. Training of Agents/Registered Representatives
Clarendon shall train agents of Sun Life (U.S.) which it
has appointed to properly solicit applications for the Plans.
3. Supervision of Agents/Registered Representatives
Clarendon shall coordinate the supervision of the 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
Clarendon shall provide sales assistance to agents of Sun Life
(U.S.) which it has appointed. This sales assistance shall include, but not be
limited to, assistance from Clarendon's field representatives as well as from
Clarendon's home office personnel through its telecommunications systems.
Clarendon shall also prepare a sale promotional program for the Plans and assist
the agents in utilizing the program. In addition, Clarendon shall provide
broker/dealers and agents with sufficient quantities of sales promotional
materials, prospectuses, sample Plans, applications and any necessary service
forms.
5. Payment of Commission to Agents/Registered Representatives
All commission payments required to be made pursuant to the
Distribution Agreements shall be made by Clarendon or MFS as agent for Sun Life
(U.S.). Sun Life (U.S.) will fund a commission account which Clarendon or MFS
may draw on to make these payments. Sun Life (U.S.) acknowledges that Bradford
Trust Company of Boston may perform this function on behalf of Clarendon or MFS.
D. Sales Material and Other Documents
1. Clarendon's Responsibilities
Clarendon shall be responsible for:
(a) the design, preparation and printing of all promotional
material to be used in the distribution of the Plans, and
(b) the approval of promotional material by the Securities and
Exchange Commission and the National Association of Securities
Dealers, Inc., where required.
2. Sun Life (U.S.)'s Responsibilities
(a) Sun Life (U.S.) shall provide Clarendon with sufficient
quantities of prospectuses regarding Plans and separate
accounts, Plans (including endorsements0, applications and
sample Plans for sales training purposes.
(b) Sun Life (U.S.) shall be responsible for the approval of
promotional material by state and other insurance regulatory
authorities.
3. MFS's Responsibilities
(a) MFS shall provide Clarendon with sufficient quantities of
prospectuses of the underlying mutual funds for distribution
to broker/dealers, agents and Plan purchasers.
4. 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 Clarendon or
in use and reserves the right to require modification of any
such material to comply with applicable laws, rules and
regulations.
E. Advertising
Clarendon shall not print, publish or distribute any advertisement,
circular or any document relating to the Plans or relating 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 any
document relating to the Plans or relating to Clarendon unless such
advertisement, circular or document shall have been approved in writing by
Clarendon. However, nothing herein shall prohibit any person from advertising
annuities in general or on a generic basis.
F. Sales Records - Production Reports
Clarendon shall maintain sales records in a form and content agreeable
to Sun Life (U.S.). Clarendon shall provide production data and production
reports as required by Sun Life (U.S.). Clarendon shall also provide Sun Life
(U.S.) with such other reports and materials relative to the marketing and
distribution of Plans as may reasonably be required by Sun Life (U.S.), in the
furtherance of its insurance business.
G. Books, Records and Supervision
1. Books and Records
Clarendon may request that all or some of the books and
records required to be maintained by it as a registered broker/dealer
in connection with the offer and sale of the Plans be prepared and
maintained by either Sun Life (U.S.) and/or MFS. Sun Life (U.S.) and
MFS agree to prepare and maintain such books and records at their
respective costs upon request, and agree that such books and records
are the property of Clarendon, that they will be made and preserved in
accordance with Rules 17a-3 and 17a-4 under the 34 Act and that they
will be subject to examination by the SEC in accordance with Section
17(a) of the 34 Act.
2. Supervision
Clarendon has and assumes full responsibility for the
securities activities of all persons associated with Sun Life (U.S.)
and MFS who maintain books and records on behalf of Clarendon. Sun Life
(U.S.) and MFS acknowledge that Clarendon has full responsibility for
all such persons in connection with their training, supervision and
control as contemplated by the 34 Act.
H. Assignment of Duties
Sun Life (U.S.) acknowledges that Clarendon may assign all or
any part of its duties under this Agreement to MFS or Bradford Trust
Company of Boston. No other assignment of Clarendon's duties under this
Agreement is permitted.
III
ADMINISTRATION OF THE PLANS
A. Appointment of Plan Administrator
MFS is hereby appointed by Sun Life (U.S.) as Plan Administrator
with respect to the issuance and servicing of Plans.
B. Duties of MFS
MFS shall be responsible as Plan Administrator for performing in a
timely and proper manner those functions allocated to it in the Analysis of
Administration Functions which is attached as Exhibit E, and forms a part
hereof. As part of these functions MFS shall, on behalf of Clarendon, provide a
written confirmation of Plan transactions as required by applicable law, rules
and regulations. Sun Life (U.S.) reserves the right to make changes in or modify
the Analysis of Administrative Functions but will not do so unless MFS has been
given sixty (60) days' prior written notice of its intent to do same. MFS shall
also be responsible for supervising the activities of Clarendon under Section II
of this Agreement.
C. Duties of Sun Life (U.S.)
Sun Life (U.S.) will perform in a timely and proper manner whose
functions allocated to it in the "Analysis of Administrative Functions", which
is attached hereto as Exhibit E and forms a part hereof.
D. Administrative Standards, Practices and Procedures
Sun Life (U.S.) and MFS have developed an Administration Manual which
describes the administrative standards, practices and procedures to be utilized
in the administration of the Plans. The Administration Manual and the
administrative standards, practices and procedures enumerated therein shall not
be substantially changed without the prior written agreement of Sun Life (U.S.)
and MFS.
IV
COMPENSATION
A. General
For performing administrative and marketing coordination services under
this Agreement, MFS and Clarendon will be compensated by Sun Life (U.S.)
pursuant to Exhibit F - Schedule of Fees.
B. Time of Payment
Sun Life (U.S.) will pay all compensation due MFS and Clarendon
hereunder on a monthly basis, in accordance with the Schedule of Fees.
C. Changes in Compensation
Compensation payable under this Agreement may be increased or decreased
to reflect any change in administrative or 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.
D. Indebtedness
Nothing in this Agreement shall be construed as giving MFS or Clarendon
the right to incur any indebtedness on behalf of Sun Life (U.S.). However, Sun
Life (U.S.) may offset amounts owed it by MFS or Clarendon under this Agreement
against amounts payable to MFS or Clarendon for any reason; and MFS and
Clarendon may offset amounts owed them by Sun Life (U.S.) under this Agreement
against any amounts payable to Sun Life (U.S.) for any reason, provided that no
such offset is permitted in connection with Plan premiums or purchase payments
and Plan payments.
V
OTHER PROVISIONS
A. Product Development
MFS 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. MFS 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 business records, including but not
limited to Plan records, tax records, payment records, plan descriptions,
appointment records, agents lists, files, memoranda and other records maintained
by Clarendon and/or MFS either on paper or in machine-readable form pertaining
to the duties and responsibilities of Clarendon and MFS under this Agreement.
Such records shall be delivered to Sun Life (U.S.) promptly upon reasonable
request. Clarendon and FMS will maintain all records and accounts in accordance
with Sun Life (U.S.)'s standards or requirements, or otherwise, with generally
accepted procedures as they apply to the accounting and insurance industry.
Clarendon and MFS will also at Sun Life (U.S.)'s request 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 MFS in fulfilling
its obligations under the
Agreement. Sun Life (U.S.) reserves the right, from time to time, to prescribe
rules and regulations respecting the conduct of the business covered hereby.
D. Complaints
1. Clarendon shall immediately forward to Sun Life (U.S.) any
material received by Clarendon relating to any complaint relating
to Sun Life (U.S.) or the Plans.
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 to investigate and/or respond to
such complaints or inquiries. In such instances, Clarendon shall
promptly forward to Sun Life (U.S.) copies of all material relating to
such investigations and/or responses.
E. Limitations on Authority
MFS 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. Further, 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
MFS and Clarendon will maintain whatever bond 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
This Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective successors and assigns.
D. Indemnification
Each party hereby agrees to release, indemnify and hold
harmless the other party, its officers, directors, employees, agents, servants,
predecessors or successors from any claims or liability to third parties arising
out of the breach of this Agreement or arising out of the acts or omissions of a
party to this Agreement not authorized by 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:
TO SUN LIFE (U.S.)
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000
Attention: Secretary
TO MFS
Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Secretary's Department
TO CLARENDON
Clarendon Insurance Agency, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Secretary's Department
F. Governing Law
This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
G. Compliance
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 business described herein is to be transacted.
H. Termination
This Agreement may be terminated by any of the parties
upon six (6) months' prior written notice to the other party.
Executed this 22nd day of July, 1982.
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, Secretary
CLARENDON INSURANCE AGENCY, INC.
By: XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, Secretary
Exhibit A
Compass I Variable Annuity Contracts
Compass II Variable Annuity Contracts
Compass G. Group Variable Annuity Contracts*
Compass Life Single Premium Variable Life Insurance Contracts**
Compass 2 Variable Annuity Contracts***
Compass 3 Variable Annuity Contracts***
Regatta Variable Annuity Contracts****
Regatta Gold Variable Annuity Contracts*****
Regatta Classic Variable Annuity Contracts******
* Added July 26, 1975
** Added July 25, 1986
*** Added April 19, 1988
**** Added October 1, 1989
***** Added November 1, 1991
****** Added November 1, 1996
TYPE 1 EXHIBIT B
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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
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SALES OPERATIONS AND GENERAL AGENT AGREEMENT
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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:
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I WITNESSETH
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WHEREAS, Sun Life of Canada (U.S.) has agreed with General Agent to
have General Agent's insurance agents (hereinafter-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 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 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 Agents 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 set sub-agents submitted by
General Agent.
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 other 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 responsibilities which under
applicable securities laws are the responsibilities of Broker-dealer; provided
however, Broker-dealer shall continue to have full responsibility 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-agent appointed hereunder. All fees payable to such regulatory authorities
in connection with the initial appointments 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 a sub-agent 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 Plans, whether as
premium, purchase payment or otherwise paid by or on behalf of any policyholder,
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 by General
Agent.
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IV COMPENSATION
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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 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.) hereunder.
B. TIME OF PAYMENT
Sun Life of Canada (U.S.) will pay any compensation due General Agent
hereunder within fifteen (15) days after the end of the calendar months 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 policy or contract or
certificate issued hereunder, of 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.).
-----------------------------------------------------------------------------
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 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 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.).
-------------------------------------------------------------------------------
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 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.
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 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 LAW
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, SALE 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, 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
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 owner or
certificate holders, are and shall be covered by a blanket fidelity fond,
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.
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
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 distributed 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
GENERAL AGENT
-----------------------------------
Licensed General Agent or Agency Names:
Address:____________________________ Clarendon Insurance Agency, Inc.
Attn: Xxxxxx X. Xxxxx
___________________________________ 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Tax ID No.:_________________________
CLARENDON INSURANCE AGENCY, INC.
----------------------------------------------
Print Name and Title of Authorized Dealer Date XXXXXX X. XXXXX
By: Xxxxxx X. Xxxxx
By:________________________________ Xxxxxx X. Xxxxx, Secretary
Signature and Title of Authorized Officer Date
-----------------------------------
BROKER/DEALER
NASD Registered Name:_______________ Sun Life of Canada (U.S.)
Attn: Xxxxxx X. Xxxxx
Home Address________________________ One Sun Life Executive Park
Xxxxxxxxx Xxxxx, XX -00000
------------------------------------
Tax ID No.:___________________________ SUN LIFE ASSURANCE COMPANY OF
CANADA, (U.S.)
-------------------------------------
Print Name and Title of Authorized Officer
By:___________________________________ By: XXXXXX X. XXXXX
Signature and Title of Authorized Officer Date
Xxxxxx X. Xxxxx, Secretary
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 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 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
wroth 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 as 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.
TYPE 2 EXHIBIT C
-------------------------------------------------------------------------------
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 premises 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
-------------------------------------------------------------------------------
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.). All such licensing/appointment papers should be submitted to
Clarendon by Broker-Dealer.
C. SECURING APPLICATIONS
All applications for Plans shall be made on applications 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 applications 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
policyholder, 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 may be 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.
I. PROSPECTUSES, SALE PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, without any expense to Broker-Dealer,
with prospectuses relating to the Plans and such other material 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.
------------------------------------------------------------------------------
IV COMPENSTION
------------------------------------------------------------------------------
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 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.) 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 of 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 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 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 to 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 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.
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 I 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 registered Broker-Dealers under the Securities Exchange Act of 1934
and members of the NASD.
L. ADDRESS FOR NOTICES
NASD Registered Name:__________________ 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
Home Office Address:_____________________
Sun Life of Canada (U.S.)
_______________________________________ Attn: Xxxxxx X. Xxxxx
One Sun Life Executive Park
_______________________________________ Xxxxxxxxx Xxxxx, XX -00000
Tax ID Number:__________________________
Date:___________________________________ SUN LIFE ASSURANCE COMPANY OF
CANADA, (U.S.)
---------------------------------------
Print Name and Title of Authorized Officer
______________________________________ By: XXXXXX X. XXXXX
Signature and Title of Authorized Officer
Date Xxxxxx X. Xxxxx, Secretary
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.
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
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 a 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 risk 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.
TYPE 4 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
-----------------------------------------------------------------------------
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 Acts 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 premises 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
-----------------------------------------------------------------------------
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.). 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 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 applications are subject to acceptance or
rejected 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
policyholder, contract owner or certificate holder of 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 sales 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 may be 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.
I. 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 material 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.
-------------------------------------------------------------------------------
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 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 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 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 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.
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 I 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 general 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 terminated, if Clarendon or Broker-Dealer shall
cease to be registered Broker-Dealers under the Securities Exchange Act of 1934
and members of the NASD.
L. ADDRESS FOR NOTICES
NASD Registered Name:__________________ 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
Home Office Address:_____________________
Sun Life of Canada (U.S.)
_______________________________________ Attn: Xxxxxx X. Xxxxx
One Sun Life Executive Park
_______________________________________ Xxxxxxxxx Xxxxx, XX -00000
Tax ID Number:__________________________ SUN LIFE ASSURANCE COMPANY OF
CANADA, (U.S.)
Date:___________________________________ By: XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, Secretary
---------------------------------------
Print Name and Title of Authorized Officer
---------------------------------------
Signature and Title of Authorized Officer Date
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.
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
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 a 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 risk 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.
EXHIBIT E
ANALYSIS OF ADMINISTRATIVE FUNCTIONS
FOR
SUN LIFE (U.S.) AND MFS ANNUITY PRODUCTS
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
A) UNDERWRITING/POLICY ISSUE
Reviews form of applications, Provides application forms and criteria
underwrites application for Annuity for underwriting.
Contract.
Prepares Contract Specifications Supplies Contract, V.A. Prospectus
Page, State of Account, State Specificiation Page
Endorsements when applicable,
I.R.S. plan Adoption Agreements
when applicable, Prospectuses and
Contract. Mails to Contract
Owner of Selling Agent
Establishes and maintains all records, Provides requirements for processing and
including current and historical retention of Participant, Annuitant and
contract information and applicable records and Correspondence. Contract
correspondence for each Participants, Owner
Annuitant and Contract Owner
Prepares and mails Statement of Approves form of Statement of Account.
Account for purchases to Contract
Owners with copies to Applicable
Agents + Broker/Dealers in accordance
with NASD Regulations.
Deposits monies received with Establishes bank accounts and issues
Applications. appropriate authorizations.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ------------------------
B BILLING + COLLECTION
Receives periodic purchase payments and reconciles amounts received with Establishes minimum and maximum annuity
returned billing statements or other remittance media. contribution limits, increase/decrease
guidelines and flexible payment rules.
Prepares and mails statement of account reflecting purchase payments to contract
Approves form of Statement of Account. owners with copies to Agent/Broker-Dealer
in accordance with NASD Regulations.
Prepares pre-authorized checks or group Billing Statements for all periodic
Approves form of pre-authorized check authorization. payment contracts.
Deposits pre-authorized checks on an appropriate schedule. Approves schedule of pre-authorized checks.
Updates the contracts owner Master Record and all related records to reflect
payments received and performs accounting distribution for each payments
received.
Deposits all cash received under the contracts into designated Bank account.
Opens and maintains bank account.
Transmits daily accounting and bank transfer authorization summaries prepared
for eProvidesarequirements for reporting on Accounting and Bank Transfer
Authorization.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
C. BANKING
All checks and remittance documents are microfilmed and assigned a control
Provides an endorsement stamp. number. Checks are balanced, edited, endorsed and
prepared for daily deposit.
Pre-authorized checks are generated.
Receipts are deposited into the operating account. Opens and maintain operating account.
Funds are transferred from the operating account to one of the following: Opens and maintains appropriate accounts.
A) General Account - Sun Life (U.S.)
B) Applicable Mutual Fund Custodian Account
Prepares Daily Cash Journals Receives bank statements and reconciles.
Checks are prepared for annuitants in pay out phase, partial and full
withdrawals Arranges for authorization for checks to be drawn against the
accounts. and death claims.
Checks are prepared for commission payments and fees.
Transfers funds from the appropriate accounts in the event checks are to be
drawn Provides authorization and guidelines as to minimum and maximum balances.
on an account with insufficient funds.
Reprocesses all dishonored items. Reverses all transactions, prepares reports Reverses all Ledger entries as appropriate.
and (illegible)
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
D. ACCOUNTING/AUDITING
Prepares all daily accounting reports for all contracts. Approves form and content of daily accounting reports.
Provides information necessary to post accounting entries to separate account Reviews all Variable Account Ledger entries.
general ledger. Receives any non-systems generated
Accounting. Journalizes and posts both systems
related and non-systems related
accounting entries to Variable Account General
Ledger.
Retains systems generated reports in accordance with a retention schedule
Establishes a retention schedule for accounting reports. mutually established.
Provides access to such reports for internal and external auditing.
Provides information necessary to post accounting entries to the General Account Prepares General Account Ledger entries.
general ledger. Maintains General Account Ledger.
Determines the "Net Amount Available for Investment" in Fund Shares and places
Receives confirmation of fund investment activity. Fund Share
purchase/redemption orders with the Fund.
Maintains an inventory of
all Fund Shares owned, including
the date purchased and
sold, cost, book value,
gain, loss and other
relevant information.
Provides data necessary to calculate minimum Death Benefit and Annuity Reserves.
Prepares daily trail balance of Variable Account General Ledger.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
Values and maintains Annuity Reserves for Fixed Annuities.
Calculates Minimum Death Benefit Reserves and
Annuity Reserves. Maintains
reserves for Liability on Variable Account Ledger.
E. VALUATION
Collects information needed in
determining Variable Account Unit
Values from the Funds.
This information includes the
daily net asset value of
the underlying Mutual Fund,
any capital gains or
dividend distribution made
by the Funds and
the number of Fund Shares
acquired during the
immediately preceding valuation date.
Performs unit valuation procedure for
accumulation and annuity unit values
for the Variable Account based upon
daily valuation of information from
the Fund. Transmits information
to Servicing Agent.
Prepares Daily Trail Balances for Variable
Account General Ledger and compares
(balances) to contract owner Trial Balance.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------
F. CONTRACT OWNER SERVICE/RECORD MAINTENANCE
Receives and implements all Contract owner service requests, including
informational requests, beneficiary changes, changes of name or address, or
changes of any other information maintained on the system.
Researches all inquiries using both data stored on the system and hard copy
Reserves the right to review Contract Owner correspondence and to set guideline
records. Responds directly to any questions or inquiries as mutually defined.
for responses.
Prepares a daily Quality Control Report confirming all changes made to Reserves
the right to review such files. Participant, Annuitant or Contract Owner
accounts. Maintains all copies of communications from Participants, Annuitants
and Contract Owners.
Receives any misdirected requests
for Contract Owner Service and forwards
to MFS Service Center.
Approves forms and maintains adequate supply for field use. Prepares forms for use in Contract Owner
Service Functions.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
G DISBURSEMENTS
Receives requests for partial or full surrenders and death claims from Contract
Owners and Beneficiaries.
Requests acknowledgement, where appropriate, of the effects of partial or full
Approves form of requests for acknowledgement concerning tax effects. surrender
from the Contract Owner of certain tax qualified plans where the original
request does not contain an indication of this understanding.
Reviews and processes all surrender requests and death claims against the
Provides guidelines for processing of surrender and death claims. Performs all
Participant Master Files. If review determines that request is not in proper
form necessary Variable Account Ledger accounting.
contacts contract owner or beneficiary.
Prepares checks for surrenders and death claims and forwards to Contract Owner
or Beneficiary (including confirmation).
Prepares Report on Surrenders and Death Claims. Provides information needed to
Makes General Account ledger entries resulting from surrenders and death claims.
make General Account ledger entries resulting from surrenders and death claims.
Receives misdirected requests for
surrenders and death claims and
and forwards to Service Agent.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- -----------------------------
Approves forms and maintains adequate supply. Prepares forms for use with surrenders and
death claims.
H. LICENSING & APPOINTMENT
Licensing and Appointment is administered by
M.F.S. as agent for Sun Life (U.S.)
M.F.S. as agent for Sun Life (U.S.) receives
and reviews all state appointment and
licensing applications for Individuals and
Corporations based upon Guidelines
approved by Sun Life (U.S.).
Verification is made to assure that the
appropriate General Agent Agreement has
been executed.
Applications are reviewed, endorsed and
the apropriate checks are drawn payable
to the State Department of Insurance.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
Daily Licensing and Appointment Journals are produces for MFS - Agent. The Computer System is updated and the papers
are mailed to the State.
System is accessed on a monthly basis for State Renewals. Prepares appropriate reports and checks
to renew Agents and applicable
Corporations.
Bills General Agents for Renewal fees.
I COMMISIONS
Receives annuity applications from field. Determines validity of application.
Establishes guidelines for processing applications. Ascertains of there was an
appropriate Agent/Dealer license.
Establishes and maintains commission information. Receives commission record Provides all required input for commission
records.
changes.
Prepares Statements of Commissions/Compensation and checks. Posts all ledger entries.
Effects all adjustments, reversals or chargebacks which result from a return of
Posts ledger entries. annuity contributions or lapse of Contract. Prepares
reports on Adjustment to Commissions and provides reports from which ledger
entries can be made.
Maintains and provides reports on Agent/Dealer license renewal.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
J. ANNUITY BENEFIT PROCESSING
Receives information for Annuitants going into the annuity phase from the
fields. Establishes guidelines for annuity payout.
Calculates the amount of the initial annuity payment for fixed and variable Establishes minimum annuity payments.
payout.
Deducts applicable premium taxes, and calculates annuity reserves. Maintains
annuity reserves for Fixed Account.
Establishes and maintains Annuitant records.
Schedules all annuity payments. Prepares annuity payment checks and mails to
Annuitant. Prepares Annuity Check Register.
Provides information for General Account and Variable Account Ledger maintenance. Post all General Account Ledger entries.
Posts all Variable Account Ledger entries.
Maintains inventory of Variable Annuity units on Annuitant Master files.
Evaluates Variable Annuity reserves and determines if adjustments are necessary.
Processes all variable Annuity reserve adjustments.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
K. PROXY PROCESSING
Prepares proxy cards, and all other necessary proxy materials. Prepares a letter of explanation to be included
with proxy material if appropriate.
Receives record date information from Funds. Prepares individual proxy
solicitations as of that date. Mails solicitations and resolicitations.
Receives returned proxies and prepares proxy register and proxy register for
Votes all Fund Shares in accordance with Company and prospectus requirements.
resolicitations.
Maintains all proxy registers and other required proxy material. Performs any Reserves the right to inspect proxy records.
internal audit that may be necessary.
L. PERIODIC REPORTS
Collates all information necessary to prepare semi-annual reports. Establishes dates for preparation of
reports. Prepares information in its
control. Prepares and files semi-annual
reports.
Prepares statement of accounts for each Participants, Annuitant or Contract
Owner. Mails annually.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
---------------------- ----------------------------------
Collates, inserts and mails all semi-annual reports to Contract Owners. Prints sufficient supply for all Contract Owners.
Prepares Million Dollar Round Table reports as requested. Reviews and submits to appropriate authority.
M. REGULATORY/STATUTORY REPORTS
Collates relevant information for the preparation of Convention Blanks. Prepares in final form all Convention Blanks.
Prepares all IRS reports (e.g., W2P-1099R) for Contract Owners who received
Assists in the determination of appropriate reports to IRS for Contract Owners.
annuity payments or full and partial surrenders. Mails to Contract Owners and
IRS.
Responds to any request from Plan administrators or trustees for information
affecting the Plan or Participants for qualified Plans.
Responds to request for calculations applicable to annuity payments as may be
necessary to tax calculations.
Provides relevant data for preparation of N30-A2 and Schedule Q. Prepares in final form, N30-A2 and Schedule Q
reports.
Prepares 1099's for Agents where applicable. Establishes guidelines for preparation and forms.
MFS - PROCESSING AGENT SUN LIFE (U.S) OR DESIGNATED AGENT
--------------------- ----------------------------------
N. PREMIUM TAXES
Collects premium taxes as appropriate. Determines requirements for the deduction of
premium taxes.
Prepares and maintains all premium tax records by Contract Owner and by State. Maintains liabilities in the General Account
ledger for accrual of premium taxes
collected.
Pays all premium taxes due and performs all related accounting.
O. FINANCIAL AND MANAGEMENT REPORTS
Provides, on the time schedule indicated, all reports listed on the Schedule or Ascertains the reports and the form of the
report required.
Reports.
EXHIBIT F
SCHEDULE OF FEES
MFS shall be compensated for the reasonable value of services performed
pursuant to this Agreement.
MFS shall render statements to Sun Life on a monthly basis covering its
services hereunder. Such compensation shall not exceed 1.11% of the total
Compass premium for the period plus reimbursement for sub-contractor's expenses
as agreed to from time to time.
