TYPE 1
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ONE SIGNED AND AUTHORIZED COPY OF THIS AGREEMENT SHOULD BE
RETURNED TO THE ANNUITY SERVICE MAILING ADDRESS SHOWN BELOW.
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[LOGO] SUN LIFE ASSURANCE
COMPANY OF CANADA (U.S.)
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
One Sun Life Executive Park Wilmington, Delaware Sun Life of Canada (U.S.)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Products and Services
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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 (herein-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
further to notify Sun Life of Canada (U.S.) of any change to such list; and
General Agent hereby 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 Agent 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 as 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 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. 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-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,
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 and whether paid by or on behalf of any
policyholder, contract
owner or certificateholder 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.
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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 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 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, 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.).
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V. DUTIES OF BROKER DEALER
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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 state laws to
engage in the sale of such policies and/or contracts; and will cause such
sub-agents to be registered representatives of Broker-dealer before such
sub-agents engage in the solicitation of any of such policies and/or
contracts. 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 Broker-dealer.
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 LAWS
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, SALES 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.
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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 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
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 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.
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 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 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
expressly confirm that "suitability" requirements, whether arising from
federal securities law (including NASD) or state insurance law, shall be,
respectively, the compliance responsibility of Broker-dealer and General
Agent within their respective supervisory responsibilities as more
particularly in this Agreement; and, in connection therewith, 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.
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 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 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.
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M. ADDRESS FOR NOTICES
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GENERAL AGENT
____________________________________________________ Clarendon Insurance Agency, Inc.
Licensed General Agent of Agency Name: Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇
One Sun Life Executive Park
Address: ___________________________________________ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________________________ CLARENDON INSURANCE AGENCY, INC.
Tax ID No.:_________________________________________ By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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____________________________________________________ ▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
Print Name and Title of Authorized Officer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By__________________________________________________ --------------------------------
Signature and Title of Authorized Officer Date ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Sun Life Assurance Company of Canada (U.S.)
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
____________________________________________________ One Sun Life Executive Park
NASD BROKER/DEALER ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SUN LIFE ASSURANCE COMPANY OF
Registered Name: ___________________________________ CANADA (U.S.)
Home/Office Address:________________________________ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
____________________________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
Tax ID No.: ________________________________________
By /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________________________________ ---------------------------------
Print Name and Title of Authorized Officer C. ▇▇▇▇▇ ▇▇▇▇▇▇, President
By__________________________________________________
Signature and Title of Authorized Officer Date
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 agents of Sun Life of
Canada (U.S.) 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 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 ▇-▇▇▇, ▇-▇▇▇, 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
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.
[LOGO] SUN LIFE ASSURANCE SLPC 5329
COMPANY OF CANADA (U.S.) (8/99)
One Sun Life Executive Park
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[LOGO] SUN LIFE
OF CANADA (U.S.) Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Variable Life Insurance Supplement And
Commission Schedule
This Variable Life Insurance Supplement ("Supplement") and the attached
Commission Schedule, form a part of that certain Sales Operation and General
Agent Agreement ("Distribution Agreement") entered into by and between the
parties listed herein. All capitalized terms used in this Supplement shall
carry the meaning assigned in the Distribution Agreement. The specific
purpose of this Supplement is to add the variable life insurance product(s)
offered by Sun Life of Canada(U.S.), as listed on the attached Commission
Schedule (which may be amended, from time to time, by Sun Life of
Canada(U.S), as set forth in the Distribution Agreement). In conjunction
with the availability of such products, the parties hereby confirm that
"suitability" requirements. whether arising from federal securities
law(including NASD) or state insurance law, shall be, respectively, the
compliance responsibility of Broker-dealer and General Agent within their
respective supervisory responsibilities as more particularly set forth in the
Distribution Agreement; and, in connection therewith, 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 variable life insurance policy
unless they have reasonable grounds to believe that the purchase of such
policy 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.
This Supplement shall be effective when signed by all the following parties
to be effective as of _________________________.
GENERAL AGENT
____________________________________________________ Clarendon Insurance Agency, Inc.
Licensed General Agent or Agency Name: Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇
One Sun Life Executive Park
Address: ___________________________________________ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________________________ CLARENDON INSURANCE AGENCY, INC.
Tax ID No.:_________________________________________
____________________________________________________
____________________________________________________
Print Name and Title of Authorized Officer By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
By__________________________________________________ ▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
Signature and Title of Authorized Officer Date
____________________________________________________
NASD BROKER/DEALER
Registered Name: ___________________________________ Sun Life Assurance Company of Canada (U.S.)
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
Home/Office Address:________________________________ One Sun Life Executive Park
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________________________
Tax ID. No.:________________________________________ SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)
____________________________________________________ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Print Name and Title of Authorized Officer ---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
By__________________________________________________
Signature and Title of Authorized Officer Date
6/99 SLPC5085
SALES OPERATIONS AND GENERAL AGENT AGREEMENT
COMMISSION SCHEDULE A - SVUL
This Schedule A is to be attached to and made a part of the Sales Operations
and General Agent Agreement between Sun Life Assurance Company of
Canada(U.S.)[Sun Life of Canada(U.S.)], Clarendon Insurance Agency, Inc.
(Clarendon), Selling Broker-Dealer and General Agent.
This Commission Schedule is not intended to replace any Commission Schedule,
whether currently in effect or subsequently issued by Sun Life of
Canada(U.S.) covering the sale of products issued by Sun Life of Canada(U.S.)
other than those listed below. This Commission Schedule shall remain in
effect until such time as Sun Life of Canada(U.S.) notifies General Agent and
Broker-Dealer in writing that a new Commission Schedule shall take effect
with respect to the Plan(s) listed below.
Commissions will be paid to the Broker-Dealer(or General Agent, if required
by law) in the percentages shown in the following commission schedule:
FIRST YEAR PREMIUM RENEWAL PREMIUM
------------------ ---------------
PLAN UP TO TARGET IN EXCESS OF TARGET YRS. 2-10
---- ------------ ------------------- ---------
FUTURITY FLEXIBLE PREMIUM
VARIABLE UNIVERSAL LIFE 90 2 2
INSURANCE
FUTURITY SURVIVORSHIP
VARIABLE UNIVERSAL LIFE 90 2.5 2.5
INSURANCE*
*COMMISSIONS REDUCED BY 10% ON POLICIES WHERE INSURED REACHES AGE 75 WITHIN
THE FIRST 12 MONTHS OF THE POLICY.
Trail Commission: Trail Commissions will be computed at an annual rate of
0.10% of the average variable account value for the previous policy year and
paid annually beginning when the policy has been in effect for 25 months.
Trail Commissions will be paid only if the Sales Operations and General Agent
Agreement is in force on the date the commission is payable.
Commission Chargeback: In the event that a policy for which a commission has
been paid is surrendered by the policy owner, or is lapsed or returned
pursuant to the so-called "right of return" provision of the policy, the
following percentage of commission will be due and Sun Life of Canada(U.S.)
shall be entitled to collect such amount from all entities which received
commissions, including by set off of future commissions
CHARGEBACK SCHEDULE
-------------------
MONTH PERCENTAGE
----- ----------
1-6 100
7-12 50
A production bonus will be paid by Sun Life of Canada(U.S.) at the end of each
calendar year based on the aggregate amount paid to Broker-Dealer(or General
Agent, if required by law) during the calendar year. A bonus will be earned
that calendar year in accordance with the following schedule:
TARGETED FIRST YEAR PREMIUM ON BONUS
------------------------------ -----
WHICH BONUS IS BASED PERCENTAGE
-------------------- ----------
$5,000,000 and greater 2.5
Any production bonus due to the Broker-Dealer(or General Agent) will be paid
by Sun Life of Canada(U.S.) prior to January 15th of the following year.
V01A 3/24/00
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