AMENDMENT NO. 2 February 1, 2009 PRINCIPAL UNDERWRITER’S AGREEMENT
AMENDMENT
NO. 2
February
1, 2009
The
Principal Underwriter’s Agreement dated February 1, 2003, as previously amended,
(the “Agreement”), by and among Sun Life Insurance and Annuity Company of New
York (the “Insurance Company”) and Clarendon Insurance Agency, Inc.
(“Clarendon”) is hereby further amended as follows.
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1.
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Section
II D(2), captioned “Insurance Company’s Responsibilities”, is hereby
deleted in its entirety, and replaced with the following effective as of
this Amendment:
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“Insurance
Company shall make available to Clarendon, as necessary, Plan prospectuses,
applications and sales and advertising material. Insurance Company
shall be responsible for the approval of sales and advertising material if
required by state and other local insurance regulatory
authorities. Insurance Company shall comply with New York Insurance
Laws and Regulations applicable to such sales and advertising
material. It is understood and acknowledged that Insurance Company,
in its capacity and at its own expense as the insurance company developing,
issuing and administering the subject Plans, performs on its own or through its
affiliates various general corporate support activities and functions in
furtherance of its business, including, by way of example and not of limitation,
accounting, systems, human resources, facilities management, legal, and
compliance, some of which may, from time to time, be in furtherance of the
principal underwriter, and related wholesaling, function contemplated by this
Agreement.”
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2.
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Section
IV “Expense Reimbursement”, is hereby deleted in its entirety, and
replaced with the following effective as of this
Amendment:
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“IV.
Charges and
Payment. Insurance Company agrees to reimburse Clarendon for
the cost of services provided by Clarendon to Insurance Company pursuant to this
Agreement. The charge to Insurance Company for such services shall
include all direct and directly allocable expenses, reasonably and equitably
determined to be attributable to Insurance Company by Clarendon, plus a
reasonable charge for direct overhead, the amount of such charge for overhead to
be agreed upon by the parties from time to time.
The
allocable expenses and overhead charges shall include, without limitation: all
necessary examination and registration fees and other expenses of any type
incurred by Clarendon with respect to the registration with FINRA of individuals
employed by or otherwise associated with Insurance Company; all
necessary training and continuing education expenses incurred by Clarendon with
respect to FINRA-registered individuals who are employed by or otherwise
associated with Insurance Company; all filing fees incurred by Clarendon with
respect to the filing with FINRA of sales and advertising material for the
Plans; salaries and payroll taxes for personnel performing services; license and
registration fees; equipment and supplies; computer charges; consulting,
accounting and legal fees; travel expenses; rent and other reasonable and
customary business overhead charges; and all other charges, costs, and expenses
reasonably incurred in connection with providing the services contemplated
hereunder.
In
general, and subject to New York Insurance Department Regulation 33, expenses
will be allocated on the basis of an allocation methodology in accordance with
customary cost accounting procedures consistently applied, and in proportion to
Insurance Company’s utilization of the services contemplated
hereunder. Cost analyses will be made at least annually by Clarendon
to determine, as closely as possible, the actual cost of services rendered to
Insurance Company hereunder. Clarendon shall forward to Insurance
Company the information developed by these analyses, and such information shall
be used to develop bases for the distribution of expenses which more currently
reflect the actual incidence of costs incurred by Clarendon on behalf of
Insurance Company.
Within
thirty (30) days after the last day of each month, Clarendon intends to submit
to Insurance Company a detailed written statement of charges due from Insurance
Company to Clarendon in the preceding calendar month. Clarendon
reserves the right to provide statements on a less frequent basis, but in no
event less than on a quarterly basis. Each statement shall include
charges not included in any previous statements, and any balance payable or to
be refunded as shown in the statement shall be paid or refunded within thirty
(30) days following receipt of the written statement by Insurance
Company.
Clarendon’s
determination of charges hereunder shall be in accordance with New York
Insurance Department Regulation 33 to the extent applicable. If
Insurance Company objects to Clarendon’s determination of charges hereunder, it
shall so advise Clarendon within thirty (30) days of receipt of said
determination. Unless the parties can reconcile any such objection,
they shall agree to the selection of a firm of independent certified public
accountants, which shall determine the charges properly allocable to Insurance
Company and shall, within a reasonable time, submit such determination, together
with the basis therefor, in writing to Clarendon and Insurance Company,
whereupon such determination shall be binding. The expenses of such a
determination by a firm of independent certified public accountants shall be
borne equally by Clarendon and Insurance Company.”
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3.
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This
Amendment does not alter, amend or modify the Agreement other than as set
forth in this Amendment, and it is subject otherwise to all the terms and
conditions of the Agreement.
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[Signature Page
Follows]
AMENDMENT
NO. 2
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In
Witness Whereof, each of the undersigned parties has executed this Amendment, by
its duly authorized officers, as of the date first above written.
Sun Life
Insurance and Annuity Company of New York
By: _______________________________________
Name: Xxxxxx X.
Xxxxxxx
Title: Authorized
Signer
By: _______________________________________
Name: Xxxxxxx X.
Xxxxx
Title: Authorized
Signer
Clarendon
Insurance Agency, Inc.
By: _______________________________________
Name: Xxxxxxx
XxxXxxxxx
Title: Authorized
Signer
By: _______________________________________
Name: Xxxx X.
Xxxxx
Title: Authorized
Signer
LegalDocs#91061
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