TYPE 1
One signed and authorized copy of this agreement should be returned to the
Service Mailing Address shown below.
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[SUN LIFE LOGO] SUN LIFE ASSURANCE
COMPANY OF CANADA (U.S.)
EXECUTIVE OFFICE: HOME OFFICE: SERVICE MAILING ADDRESS:
One Sun Life Executive Park Wilmington, Delaware Sun Life of Canada (U.S.)
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000 Retirement Products and Services
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 Selling
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), an insurance agency affiliate of Selling Broker/Dealer, as follows:
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WITNESSETH
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WHEREAS, Sun Life of Canada (U.S.) is an insurance company issuing certain
life insurance and annuity contracts (the "Plans") described more particularly
in the Commission Schedule;
WHEREAS, Clarendon acts as distributor for the Plans that are deemed to be
securities under federal securities laws ("SEC-Regulated Plans") and as
distributor has the authority to authorize other broker/dealers to sell the
SEC-Regulated Plans;
WHEREAS, General Agent is an insurance agent interested in selling such
Plans;
WHEREAS, Selling Broker/Dealer is associated with General Agent, and
together with General Agent is interested in selling SEC-Regulated Plans;
NOW THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
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I. APPOINTMENT OF GENERAL AGENT AND AUTHORIZATION OF SELLING BROKER/DEALER
FOR INSURANCE AND ANNUITY PLANS
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A. APPOINTMENT AND AUTHORIZATION
Sun Life of Canada (U.S.) hereby appoints General Agent to offer and
procure applications for the Plans, and Clarendon hereby authorizes Selling
Broker/Dealer to offer and procure applications for the SEC-Regulated Plans. It
is understood and agreed that, when offering SEC-Regulated Plans, Selling
Broker/Dealer and General Agent shall act jointly in order to comply with and
fulfill all applicable regulatory requirements, but that General Agent alone
(and not Selling Broker/Dealer) shall offer those Plans that are not
SEC-Regulated.
B. SCOPE OF APPOINTMENT AND AUTHORIZATION
The appointment and authorization provided by this Agreement shall extend
to all states in the United States in which (a) General Agent, Selling
Broker/Dealer and their respective representatives are duly qualified, licensed
and registered to offer the Plans and (b) Sun Life of Canada (U.S.) is
qualified to offer and issue the Plans. The term "States" when used hereafter
in this Agreement refers to those States that meet the conditions specified in
both clauses (a) and (b) of this paragraph. Sun Life of Canada (U.S.) reserves
the right in its sole discretion and without notice to suspend sales of any
Plans hereunder or to amend any policies or contracts evidencing such Plans.
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.
C. GENERAL AGENT AS SELLING BROKER/DEALER
If Selling 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 Selling Broker/Dealer and General Agent and this Agreement
shall be binding and enforceable by and against such person or legal entity in
both capacities.
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II. AUTHORITY AND DUTIES OF GENERAL AGENT
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A. APPOINTMENT OF SUB-AGENTS
1. General Agent is authorized to recommend sub-agents for appointment
with Sun Life of Canada (U.S.) to solicit sales of the Plans hereunder. General
Agent warrants that it and all sub-agents it recommends for appointment with
Sun Life of Canada (U.S.) 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. 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 appointment papers for all applicants as sub-agents submitted
by General Agent.
2. Sun Life of Canada (U.S.) may, by 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 terminate, or require General Agent to cancel, the appointment of
any sub-agent, or refuse to renew any such appointment.
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 ensure 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-agents appointed hereunder. All fees payable to such regulatory
authorities in connection with the initial appointment 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 and
Selling Broker/Dealer shall have entered into an agreement pursuant to which
the sub-agents will be contracted as a sub-agent of General Agent and a
registered representative of Selling Broker/Dealer and in which the sub-agents'
selling activities relating to the SEC-Regulated Plans will be under the
supervision and control of Selling Broker/Dealer and their selling activities
relating to the insurance-regulated Plans will be under the supervision and
control of General Agent; and that each sub-agent's right to continue to sell
such Plans is subject to his continued compliance with such agreement and
applicable supervisory rules and procedures established from time to time, by
General Agent and Selling Broker/Dealer. Such Agreement shall also provide for
control over business records consistent with the requirements of federal
securities laws, including, specifically, Rules 17a-3 and 17a-4 under the 1934
Act.
6. In the event a sub-agent fails or refuses to submit to supervision of
Selling Broker/Dealer in accordance with this Agreement, or otherwise fails to
meet the rules and standards imposed by Selling Broker/Dealer on its registered
representatives, Selling 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 Selling 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.
B. SUPERVISION AND TRAINING OF SUB-AGENTS
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 Selling Broker/Dealer;
provided however, Selling 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 recommended by General Agent for appointment with Sun Life of
Canada (U.S.) an employee or agent of Sun Life of Canada (U.S.) or Clarendon.
Neither Sun Life of Canada (U.S.) nor Clarendon shall have any responsibility
for the training and supervision of any sub-agents or employees of General
Agent. 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.) or Clarendon (including reasonable attorneys' fees), General
Agent and Selling Broker/Dealer shall be responsible and liable, jointly and
severally, therefor.
C. COMPLIANCE WITH INSURANCE LAWS
General Agent will fully comply with state insurance laws, rules and
regulations, including without limitation all applicable licensing and
registration requirements. Sun
Life of Canada (U.S.) expressly reserves the right to establish such rules and
procedures as it deems necessary and appropriate to achieve compliance with
state insurance laws, rules and regulations, as well as standards of the
Insurance Marketplace Standards Association. Upon request by Sun Life of Canada
(U.S.), General Agent shall furnish such appropriate records as may be
necessary to establish compliance with applicable laws, rules and regulations,
including without limitation registration and licensing requirements.
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III. AUTHORITY AND DUTIES OF SELLING BROKER/DEALER
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A. SUPERVISION AND TRAINING OF REGISTERED REPRESENTATIVES
Selling Broker/Dealer agrees that it has full legal responsibility for the
training and supervision of all persons, including sub-agents of General Agent,
associated with Selling 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 Selling
Broker/Dealer with respect to such persons' securities-regulated activities in
connection with such Plans. Selling 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 state
laws to engage in the sale of such policies and/or contracts; and will cause
such sub-agents to be registered representatives of Selling Broker/Dealer
before such sub-agents engage in the solicitation of any such policies and/or
contracts. Selling Broker/Dealer shall cause such sub-agent's qualifications to
be certified to the satisfaction of Clarendon; and shall notify Clarendon if
any of said sub-agents cease to be a registered representative of Selling
Broker/Dealer.
Neither Sun Life of Canada (U.S.) nor Clarendon shall have any
responsibility for the training and supervision of any registered
representative or sub-agent or employee or affiliate of Selling Broker/Dealer.
If the act or omission of a registered representative, sub-agent or employee or
affiliate of Selling Broker/Dealer is the proximate cause of any claim, damage
or liability to Sun Life of Canada (U.S.) or Clarendon (including reasonable
attorneys' fees), Selling Broker/Dealer and General Agent shall be responsible
and liable, jointly and severally, therefor.
B. COMPLIANCE WITH NASD RULES AND FEDERAL AND STATE SECURITIES LAWS
Selling 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, including all
applicable registration, licensing and membership requirements. Clarendon and
Sun Life of Canada (U.S.) expressly reserve the right to establish such rules
and procedures as either deems necessary or appropriate to cause diligent
supervision by Selling Broker/Dealer of the securities activities of the
sub-agents, including confirmations of transactions, maintenance of books and
records, and supervision of sales practices generally. Upon request by
Clarendon or Sun Life of Canada (U.S.), Selling Broker/Dealer shall furnish
such appropriate records as may be necessary to establish compliance with
applicable laws, rules and regulations, including, without limitation,
registration, licensing and membership requirements.
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IV. SELLING AND SERVICING THE PLANS: AUTHORITY AND DUTIES OF
SELLING BROKER/DEALER AND GENERAL AGENT
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A. SECURING APPLICATIONS AND PAYMENTS
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, Selling Broker/Dealer or any registered representative or
sub-agent shall be remitted promptly in full, together with such application
forms and any other required documentation, directly to Sun Life of Canada
(U.S.) at the address indicated on such application or to such other address as
Sun Life of Canada (U.S.) may, from time to time, designate in writing. Checks
or money orders in payment on any such Plan shall be drawn to the order of "Sun
Life Assurance Company of Canada (U.S.)". All applications are subject to
acceptance or rejection by Sun Life of Canada (U.S.) at its sole discretion.
B. SALES PROMOTION MATERIAL, ADVERTISING, AND PROSPECTUSES
Neither Selling Broker/Dealer, General Agent nor any of its registered
representatives or sub-agents shall print, publish or distribute any
advertisement, circular, or any document relating to the Plans distributed
pursuant to this Agreement or relating to Sun Life of Canada (U.S.) unless such
advertisement, circular, or document shall have been approved in writing by
Clarendon and Sun Life of Canada (U.S.), and by the NASD where applicable. At
the request of Clarendon or Sun Life of Canada (U.S.), a copy of any NASD
review letter received by Selling Broker/Dealer shall be supplied by Selling
Broker/Dealer.
Selling Broker/Dealer shall be provided, without any expense to Selling
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. Selling Broker/Dealer and General Agent shall be provided with
such other material
as Clarendon and Sun Life of Canada (U.S.) determine necessary or desirable for
use in connection with sales of the Plans.
Selling Broker/Dealer, General Agent, registered representatives and
sub-agents shall make no material representations relating to the Plans, other
than those contained in the relevant registration statement, as may be amended,
or in sales promotion material or other materials approved by Sun Life of
Canada (U.S.) and Clarendon as provided herein.
C. REGULATIONS AND SUITABILITY
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. The parties hereby
also expressly confirm that "suitability" requirements, whether arising from
federal securities law (including NASD) or state insurance law, shall be,
respectively, the compliance responsibility of Selling Broker/Dealer and
General Agent within their respective supervisory responsibilities as more
particularly set forth in this Agreement; and, in connection therewith, Selling
Broker/Dealer and General Agent hereby represent to Sun Life of Canada (U.S.)
and Clarendon that no recommendation shall be made by them (or any sub-agent
under their supervision) to any applicant to purchase a Plan unless they have
reasonable grounds to believe that the purchase of such Plan is suitable for
that applicant, after reasonable inquiry of the applicant concerning such
relevant matters as the applicant's insurance and investment objectives,
financial situation and needs, together with such other relevant information as
may be required under applicable law or by Sun Life of Canada (U.S.) from time
to time.
D. MONEY RECEIVED BY GENERAL AGENT, SELLING BROKER/DEALER AND SUB-AGENTS
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 General Agent or any other person.
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V. COMPENSATION
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A. COMMISSIONS
Commissions payable to Selling Broker/Dealer, General Agent or any
sub-agent in connection with the Plans shall be paid to the person(s) entitled
thereto through Selling Broker/Dealer or as otherwise required by law. Payment
shall be made by Sun Life of Canada (U.S.) in its own right or on behalf of
Clarendon, as applicable. Sun Life of Canada (U.S.) will provide Selling
Broker/Dealer and General Agent with a copy of its current Commission Schedule
and subsequent amendments thereto. 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 Selling
Broker/Dealer and General Agent hereunder shall cease, however, Selling
Broker/Dealer and 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.
Sun Life of Canada (U.S.) reserves the right not to pay compensation on a
Plan for which the premium is paid in whole or in part by the loan or surrender
value of any other life insurance policy or annuity contract issued by Sun Life
of Canada (U.S.) or any direct or indirect affiliated company.
B. PORTABILITY OF CONTRACT OWNER ACCOUNTS
Contract owners who have purchased Plans from representatives of General
Agent and/or Selling Broker/Dealer may on occasion request that Sun Life of
Canada (U.S.) terminate the agent of record status with respect to General
Agent and/or Selling Broker/Dealer. These requests may come to pass, for
example, when a registered representative of Selling Broker/Dealer terminates
his relationship with that firm, registers with a new broker/dealer firm, and
a particular contract owner of a Plan elects to have that representative
continue to service the Plan as agent of record.
Sun Life of Canada (U.S.) will, subject to certain conditions, accept such
requests to terminate the agent of record status with respect to General Agent
and/or Selling Broker/Dealer. Specifically, Sun Life of Canada (U.S.) will
accept a termination and change of broker/dealer request by a contract owner
provided that (1) any necessary sales agreement is in place between Sun Life of
Canada (U.S.), Clarendon, and the new broker/dealer firm, and (2) the contract
owner makes the request in writing.
If the agent of record status is terminated with respect to General Agent
and/or Selling Broker/Dealer upon request of a contract owner, no further
service fees or compensation on any payments due or received relative to the
subject Plans of the contract owner shall be payable to General Agent or
Selling Broker/Dealer after the notice of termination is received and accepted
by Sun Life of Canada (U.S.). If Sun Life of Canada (U.S.) accepts a contract
owner request to designate a new broker/dealer to handle his account, however,
service fees or compensation on any payments due or received relative to the
subject Plans of the contract owner after the change shall be payable to the
new broker/dealer.
In addition, Sun Life of Canada (U.S.) may consent to a transfer of
contract owner accounts to a new broker/dealer firm, provided any necessary
sales agreement is in place, where: (1) both the Selling Broker/Dealer and the
new broker/dealer in a joint writing direct Sun Life of Canada (U.S.) and
Clarendon to transfer all policies and future compensation related thereto to
the new broker/dealer, or (2) the NASD approves and effects a bulk transfer of
all representatives to a new broker/dealer firm.
C. TIME OF PAYMENT
Sun Life of Canada (U.S.) will pay any compensation due Selling
Broker/Dealer or General Agent hereunder in accordance with the time periods
set forth in the Commission Schedule.
D. AMENDMENT OF SCHEDULES
Sun Life of Canada (U.S.) may, upon at least ten (10) days prior written
notice to Selling Broker/Dealer and 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.
E. PROHIBITION AGAINST REBATES
If Selling Broker/Dealer or General Agent or any sub-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 Selling Broker/Dealer or
General Agent or any sub-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 Selling
Broker/Dealer, General Agent or any sub-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 Selling Broker/Dealer
and general Agent hereunder shall cease and terminate.
F. INDEBTEDNESS
Nothing in the Agreement shall be construed as giving Selling
Broker/Dealer or General Agent the right to incur any indebtedness on behalf
of Sun Life of Canada (U.S.). Selling Broker/Dealer and General Agent hereby
authorize Sun Life of Canada (U.S.) to set off their respective liabilities
to Sun Life of Canada (U.S.) against any and all amounts otherwise payable to
them by Sun Life of Canada (U.S.).
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VI. GENERAL PROVISIONS
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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 Selling Broker/Dealer and to General Agent. Selling
Broker/Dealer, General Agent, and their sub-agents, are independent
contractors with respect to both Sun Life of Canada (U.S.) and Clarendon.
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 appointed 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 General
Agent at General Agent's expense. Such bond shall be, at least, of the form,
type, and amount required under the NASD Rules, 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.
General Agent 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, General Agent
shall promptly pay Sun Life of Canada (U.S.) such amount on demand and
General Agent hereby indemnifies and holds harm-less Sun Life of Canada
(U.S.) from any such deficiency and from the costs of collection thereof
(including reasonable attorneys' 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
neither Selling Broker/Dealer not General Agent may assign this Agreement or
any rights or obligations hereunder without the prior written consent of Sun
Life of Canada (U.S.) and Clarendon. This Agreement constitutes the sole and
entire understanding of the parties hereto with respect to the Plans.
F. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph VI L of this Agreement or to such other address as the party may
request by giving written notice to the other parties.
G. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of MAssachusetts without regard to conflict of laws
principles.
H. AMENDMENT OF AGREEMENT
Sun Life of Canada (U.S.) reserves the right to amend this Agreement at
any time and the Selling Broker/Dealer or 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.
I. INSPECTION OF BOOKS AND RECORDS
General Agent and Selling Broker/Dealer hereby agree to make available,
upon request, to Sun Life of Canada (U.S.) and Clarendon, for inspection and
audit, their respective files, books, records and all other documents,
including material described in Rule 17a-3 and 17a-4 under the 1934 Act,
which relate, directly or indirectly, to the Plans.
J. COMPLAINTS AND INVESTIGATIONS
Any complaints received by any party in connection with the Plans shall be
recorded in the appropriate customer complaint file. All such complaints shall
be reflected, as appropriate, in records and reports filed with the NASD.
Sun Life of Canada (U.S.), Clarendon, Selling Broker/Dealer, and general
Agent agree to cooperate in the investigation of customer complaints, and
insurance regulatory investigations or proceedings arising in connection with
the Plans distributed under this Agreement. The parties further agree to
cooperate in any securities regulatory investigation or proceeding with
respect to Sun Life of Canada (U.S.), Clarendon, Selling Broker/Dealer, and
General Agent, their affiliates and their agents and representatives to the
extent that such investigation or proceeding is in connection with the Plans
distributed under this Agreement. Without limiting the foregoing:
(a) Selling Broker/Dealer or General Agent will be notified promptly of
any customer complaint or notice of any regulatory investigation or
proceeding received by Sun Life of Canada (U.S.) or Clarendon with respect to
Selling Broker/Dealer or General Agent or any sub-agent.
(b) Selling Broker/Dealer and General Agent will promptly notify Sun
Life of Canada (U.S.) and Clarendon of any customer complaint or notice of
any regulatory investigation or proceeding received by Selling Broker/Dealer,
General Agent, or their affiliates with respect to Selling Broker/Dealer,
General Agent or any sub-agent in connection with any Plans distributed
under this Agreement or any activity in connection with any such policies.
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 immediately if Selling
Broker/Dealer shall cease to be a registered broker/dealer under the
Securities Exchange Act of 1934 and a member of the NASD.
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L. ADDRESS FOR NOTICES
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This Agreement shall be effective as of ___________________________________________________________
GENERAL AGENT Clarendon Insurance Agency, Inc.
____________________________________________________ Attn: Xxxxxx X. Xxxxx
Licensed General Agent of Agency Name: One Sun Life Executive Park
Xxxxxxxxx Xxxxx, XX 00000
Address: ____________________________________________
_____________________________________________________
CLARENDON INSURANCE AGENCY, INC.
Tax ID No.: _________________________________________
_____________________________________________________ By XXXXX XXXXXXXXX
Print Name and Title of Authorized Officer ---------------------------------------
Xxxxx Xxxxxxxxx, Vice President
By __________________________________________________
Signature and Title of Authorized Officer Date By XXXXXXX X. XXXXX
----------------------------------------------------- ---------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
NASD BROKER/DEALER
Sun Life Assurance Company of Canada (U.S.)
Registered Name:_____________________________________ Attn: Xxxxx X. Xxxx
One Sun Life Executive Park
Home/Office Address: ________________________________ Xxxxxxxxx Xxxxx, XX 00000
_____________________________________________________
Tax ID No.: _________________________________________ SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)
_____________________________________________________
Print Name and Title of Authorized Officer By XXXXXX X. XXXXXXXXX
-----------------------------------------
By __________________________________________________ Xxxxxx X. Xxxxxxxxx, For the President
Signature and Title of Authorized Officer Date
By XXXXX X. XXXXXX
-----------------------------------------
Xxxxx X. Xxxxxx, For the Secretary
EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
GENERAL AGENT and SELLING BROKER/DEALER hereby certify to Sun Life of Canada
(U.S.) that all the following requirements will be fulfilled in conjunction
with the submission by GENERAL AGENT and/or SELLING BROKER/DEALER of
licensing/appointment papers for all applicants for appointment with Sun
Life of Canada (U.S.). GENERAL AGENT and SELLING 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 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 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 and/or appointment
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
and/or appointment, 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
and/or appointment 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 and appointed therefor. No applicants have been given a
contract of 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.
SLPC 5329
RPS 472 SUN LIFE ASSURANCE (4/00)
[LOGO] COMPANY OF CANADA (U.S.)
