CORPORATE MARKETS VARIABLE LIFE INSURANCE
SALES AGREEMENT
AGREEMENT by and between SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
("the Company"), a Delaware corporation; Clarendon Insurance Agency, Inc.
("Clarendon"), a Massachusetts corporation, a broker-dealer registered with
the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act") and a member of the National Association of Securities
Dealers, Inc. ("NASD"); _____________________________________________________
_____________________________________________ ("Selling Broker-Dealer"), also
a broker-dealer registered under the 1934 Act and a member of the NASD; and
_____________________________________________________________ ("Producer") an
insurance agency affiliate of Selling Broker-Dealer.
W I T N E S S E T H:
WHEREAS, the Company issues certain life insurance contracts listed in
Schedule A (the "Contracts"), which are registered under the Securities Act of
1933 (the "1933 Act"):
WHEREAS, the Company has authorized Clarendon to act as the general
distributor and principal underwriter of the Contracts; and in that capacity to
enter into agreements, subject to the consent of the Company, with
Broker-Dealers and such Producers to act as Special COLI Producers for the
distribution of the Contracts:
WHEREAS, Clarendon has agreed to assist in obtaining licenses,
registrations and appointments to enable the registered representatives and
sub-brokers of Producer to sell the Contracts:
WHEREAS, Selling Broker-Dealer and Producer have been selected by Clarendon
to distribute the Contracts and Selling Broker-Dealer and Producer, in an
insurance brokerage capacity, wish to participate in the distribution of the
Contracts to their clients.
NOW THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
I.
APPOINTMENT
Subject to the terms and conditions of this Agreement, the Company and
Clarendon hereby appoint Selling Broker-Dealer and Producer to solicit
applications for the Contracts.
Selling Broker-Dealer and Producer jointly and severally accept such
appointment and each agrees to use its best efforts to find purchasers for the
Contracts acceptable to the Company.
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II.
AUTHORITY AND DUTIES OF PRODUCER
A. Licensing and Appointment of Sub-brokers
Producer is authorized to appoint sub-broker ("Sub-brokers") to solicit
sales of the Contracts. Producer agrees to fulfill all requirements set forth
in the General Letter of Recommendation attached as Schedule B hereto in
conjunction with its submission of licensing and appointment papers for all
Sub-brokers.
Producer warrants that it and all of its Sub-brokers appointed pursuant to
this Agreement shall not solicit nor aid, directly or indirectly, in the
solicitation of any application for any Contract until fully licensed by the
proper authorities under the applicable insurance laws within the applicable
jurisdictions where Producer proposes to offer the Contracts, where the Company
is authorized to conduct business and where the Contracts may be lawfully sold.
Producer shall periodically provide the Company with a list of all
Sub-brokers appointed by Producer and the jurisdictions where such Sub-brokers
are licensed to solicit sales of the Contracts. The company shall periodically
provide Producer with a list which shows; (i) the jurisdictions where the
Company is authorized to do business; and (ii) any limitations on the
availability of the Contracts in any of such jurisdictions.
Producer shall prepare and transmit the appropriate appointment forms to
the Company. Producer shall pay all fees to state insurance regulatory
authorities in connection with obtaining necessary licenses and authorizations
for Sub-brokers to solicit and sell the Contracts. The Company will pay
appointment fees for Selling Broker-Dealer and resident appointment fees for
Sub-brokers. Non-resident appointment fees for Sub-brokers will be paid by the
Producer. The Company may refuse for any reason to apply for the appointment of
a Sub-broker and may cancel any existing appointment at any time.
B. Rejection of Sub-broker
The Company or Clarendon may refuse for any reason, by written notice to
Producer to permit any Sub-broker the right to solicit applications for the sale
of any of the Contracts. Upon receipt of such notice, Producer immediately
shall cause such Sub-broker to cease such solicitations of sales and cancel the
appointment of any Sub-broker under this agreement.
C. Supervision of Sub-broker
Producer, jointly with Selling Broker-Dealer, shall supervise all
Sub-brokers appointed pursuant to this Agreement to solicit sales of the
Contracts and bear responsibility for all acts and omissions of each Sub-broker.
Producer shall comply with and exercise all responsibilities required by
applicable federal and state law and regulations. Producer shall train and
supervise its Sub-brokers to ensure that purchase of a Contract is recommended
only to applicants where there are reasonable grounds to believe the purchase of
the Contract is suitable for that applicant.
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While not limited to the following, a determination of suitability shall be
based on information furnished to a Selling Broker-Dealer after reasonable
inquiry of such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs, and the likelihood that the applicant
will continue to make any premium payments contemplated by the Contracts and
will keep the Contract in force for a sufficient period of time so that the
Company's acquisition costs are amortized over a reasonable period of time.
Nothing contained in this Agreement or otherwise shall be deemed to make
any Sub-broker appointed by Producer an employee or agent of the Company or
Clarendon. Neither the Company nor Clarendon shall have any responsibility for
the training and supervision of any Sub-broker or any employee of Producer. If
the act or omission of a Sub-broker or any employee of Producer is the proximate
cause of claim, damage or liability (including reasonable attorneys' fees) to
the Company or Clarendon, Producer and Selling Broker-Dealer shall be
responsible and liable, jointly and severally, therefor.
III.
AUTHORITY AND DUTIES OF SELLING BROKER-DEALER
Selling Broker-Dealer agrees that it has the full legal responsibility for
the training and supervision of all persons, including Sub-brokers of Producer,
associated with Selling Broker-Dealer who are engaged directly or indirectly in
the offer or sale of Contracts. All such persons shall be registered
representatives of Selling Broker-Dealer and shall be subject to the control and
supervision of Selling Broker-Dealer with respect to their securities regulated
activities. Selling Broker-Dealer shall: (i) train and supervise Sub-brokers,
in their capacity as registered representatives, in the sale of Contracts; (ii)
use its best efforts to cause such Sub-brokers to qualify under applicable
federal and state laws to engage in the sale of Contracts; (iii) provide the
Company and Clarendon to their satisfaction with evidence of Sub-brokers'
qualifications to sell Contracts; (iv) notify the Company if any of such
Sub-brokers ceases to be a registered representative of Selling Broker-Dealer;
and (v) train and supervise Sub-brokers to ensure compliance with applicable
federal and state securities laws, rules, regulations, statements of policy
thereunder and with NASD rules. Selling Broker-Dealer, jointly with Producer,
shall train and supervise Sub-brokers to ensure that purchase of a Contract is
recommended only to applicants where there are reasonable grounds to believe the
purchase of the Contract is suitable for that applicant. While not limited to
the following, a determination of suitability shall be based on information
furnished to a Sub-broker after reasonable inquiry of such applicant concerning
the applicant's other security holdings, financial situation and needs. Selling
Broker-Dealer shall ensure that any offer of a Contract made by a Sub-broker
will be made by means of a currently effective prospectus.
The Company and Clarendon shall not have any responsibility for the
supervision of any registered representative or any employee or affiliate of
Selling Broker-Dealer. If the act or omission of a registered representative or
any employee or affiliate of Selling Broker-Dealer is the
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proximate cause of any claim, damage or liability (including reasonable
attorney's fees) to the Company or Clarendon, Selling Broker-Dealer and Producer
shall be responsible and liable, jointly and severally, therefor.
Selling Broker-Dealer at all times shall be duly registered as a
broker-dealer under the 1934 Act, a member in good standing of the NASD and duly
licensed in all states and jurisdictions where required to perform pursuant to
this agreement. Selling Broker-Dealer shall fully comply with the requirements
of the 1934 Act and all other applicable federal or state laws and with the
rules of the NASD. Selling Broker-Dealer shall establish such rules and
procedures as may be necessary to cause diligent supervision of the securities
activities of the Sub-brokers including ensuring compliance with the prospectus
delivery requirements of the 1933 Act.
IV.
AUTHORITY AND DUTIES OF
PRODUCER AND SELLING BROKER-DEALER
A. Contracts
The Contracts issued by the Company to which this Agreement applies are
listed in Schedule A. This Schedule A may be amended from time to time by the
Company. The Company, in its sole discretion, with prior or concurrent written
notice to Selling Broker-Dealer and Producer, may suspend distribution of any
Contract. The Company also has the right to amend any Contract at any time.
B. Securing Applications
Each application for a Contract shall be made on an application form
provided by the Company and all payments collected by Selling Broker-Dealer,
Producer or any registered representative and Sub-broker shall be remitted
promptly in full, together with such application form and any other required
documentation, directly to the Company at the address indicated on such
application or to such other address as may be designated by the Company. All
such payments and documents shall be the property of the Company. Selling
Broker-Dealer and Producer shall review all such applications for completeness
and for compliance with the conditions herein, including the suitability and
prospectus delivery requirements set forth herein. Check or money order in
payment of such Contracts should be made payable to the order of "Sun Life
Assurance Company of Canada (U.S.)". All applications are subject to acceptance
or rejection by the Company in its sole discretion.
C. Receipt of Money
All money payable in connection with any of the Contracts, whether as
premium, purchase payment or otherwise and whether paid by or on behalf of any
contract owner or anyone else
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having an interest in the Contracts, is the property of the Company and shall be
transmitted immediately in accordance with the administrative procedures of the
Company without any deduction or offset for any reason including, but not
limited to, any deduction or offset for compensation claimed by Selling
Broker-Dealer or Producer, unless there has been a prior written arrangement for
net wire transmissions between the Company and Selling Broker-Dealer or
Producer.
D. Notice of Sub-broker's Noncompliance
Selling Broker-Dealer shall immediately notify Clarendon and Producer in
the event a Sub-broker fails or refuses to submit to the supervision of Selling
Broker-Dealer or Producer in accordance with this Agreement or any related
agreement between Selling Broker-Dealer, Producer and Sub-broker or otherwise
fails to meet the rules and standards imposed by Selling Broker-Dealer or its
registered representatives or Producer or its Sub-brokers. Selling
Broker-Dealer or Producer shall also immediately notify such Sub-broker that he
or she is no longer authorized to sell the Contracts, and both Selling
Broker-Dealer and Producer shall take whatever additional action may be
necessary to terminate the sales activities of such Sub-broker relating to the
Contracts.
E. Sales Promotion, Advertising and Prospectuses
No sales promotion materials, circulars, documents or any advertising
relating to any of the Contracts shall be used by Selling Broker-Dealer,
Producer or any Sub-brokers unless the specific item has been approved in
writing by Clarendon and the Company prior to use. Selling Broker-Dealer shall
be provided, without any expense to Selling Broker-Dealer, with prospectuses
relating to Contracts. Selling Broker-Dealer and Producer shall be provided
with such other material as Clarendon determines necessary or desirable for use
in connection with sales of the Contracts. Nothing in these provisions shall
prohibit Selling Broker-Dealer or Producer from advertising life insurance and
annuities on a generic basis.
Selling Broker-Dealer, Producer and Sub-brokers shall make no material
representations relating to the Contracts, other than those contained in the
relevant registration statement, as may be amended, or in sales promotion or
other materials approved by the Company and Clarendon as provided herein.
F. Confidentiality
The Company, Clarendon, Selling Broker-Dealer and Producer shall keep
confidential all information obtained pursuant to this Agreement, including,
without limitation, names of the purchasers of the Contracts, and shall disclose
such information, only if authorized to make such disclosure in writing, or if
such disclosure is expressly required by applicable federal or state regulatory
authorities.
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G. Records
Selling Broker-Dealer and Producer shall have the responsibility for
maintaining the records of its Sub-brokers and representatives licensed,
registered and otherwise qualified to sell the Contracts. Selling Broker-Dealer
and Producer shall maintain such other records as are required of them by
applicable laws and regulations. The books, accounts and records of Selling
Broker-Dealer and Producer relating to the sale of the Contracts shall be
maintained so as to clearly and accurately disclose the nature and details of
the transactions. Selling Broker-Dealer and Producer each agree to make the
books and records relating to the sale of the Contracts available to the Company
or Clarendon upon their written request.
H. Sub-Broker Agreements
Before a Sub-broker is permitted by Producer and Selling Broker-Dealer to
offer the Contracts, Sub-broker shall have entered into a written agreement with
Producer and Selling Broker-Dealer pursuant to which (i) Sub-broker is appointed
as a Sales representative of Producer and a registered representative of Selling
Broker-Dealer; (ii) Sub-broker agrees that his or her selling activities
relating to Contracts shall be under the supervision and control of Selling
Broker-Dealer and Producer, and (iii) that Sub-brokers right to continue to sell
such Contracts is subject to his or her continued compliance with such agreement
and any procedures, rules or regulations implemented by Selling Broker-Dealer or
Producer. At the request of the Company, a copy of each such written agreement
shall be mailed to the Company.
V.
COMPENSATION
A. Commissions and Fees
Commissions and fees payable to Selling Broker-Dealer or any Sub-broker in
connection with the Contracts shall be paid by the Company through Clarendon, as
paying agent for the Company to Producer, or otherwise permitted by law or
regulation. Selling Broker-Dealer shall pay Sub-broker. Clarendon will provide
Selling Broker-Dealer and Producer with a copy of its current Compensation
Schedule(s), attached hereto as Schedule C. Unless otherwise provided in
Schedule C. compensation will be paid as a percentage of premiums or purchase
payments (collectively, "Payments") received and accepted by the Company on
applications obtained by the various Sub-brokers appointed by Producer
hereunder. Upon termination of this Agreement, all compensation to Selling
Broker-Dealer and Sub-broker hereunder shall cease. However, Selling
Broker-Dealer or Sub-broker shall be entitled to receive compensation for all
new and additional premium payments which are in process at the time of
termination in accordance with Schedule C, and shall continue to be liable for
any charge-backs pursuant to the provisions of said Schedule C,
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or for any other amount advanced by or otherwise due the Company or Clarendon
hereunder. The Company reserves the right not to pay compensation on a Contract
for which the premium is paid in whole or in part by the loan or surrender value
of any other life insurance policy or annuity contract issued by the Company or
any direct or indirect affiliated company.
Clarendon, at the direction of the Company, shall deduct any charge backs
from compensation otherwise due Selling Broker-Dealer or Sub-broker. If any
amount to be deducted exceeds compensation otherwise due, Selling Broker-Dealer
and/or Sub-broker shall promptly pay back the amount of the excess following a
written demand by Clarendon or the Company. Selling Broker-Dealer, Producer and
Sub-broker are jointly and severally liable for such charge backs.
The Company recognizes the Contract Owners' right on issued Contracts to
terminate its agent of record status with Producer and/or change a Selling
Broker-Dealer, provided that the Contract Owner notifies Clarendon in writing.
When a Contract Owner terminates its agent of record, no further service fees
nor compensation on any payments due or received on any increases in face amount
in the existing policy after termination, shall be payable to Selling
Broker-Dealer or Producer in accordance with Schedule C after the notice of
termination is received and accepted by Clarendon. However, when a Contract
Owner designates a new Selling Broker-Dealer other than those of record,
compensation on any payments due or received on any increases in face amount in
the existing Contract after the change, shall be payable to the new Selling
Broker-Dealer in accordance with Schedule C in effect at the time of issuance of
the Contract.
A change of Selling Broker-Dealer request by a Contract Owner shall be
honored by the Company only if there exists a valid similar Corporate Markets
Variable Life Insurance Sales Agreement between the Company, Clarendon and the
new Selling Broker-Dealer and (1) the Contract Owner(s) requests in writing that
the Sub-broker remains as representative of record, or (2) both the former and
future Selling Broker-Dealers direct the Company and Clarendon in a joint
writing to transfer all policies and future compensation to the new Selling
Broker-Dealer, or (3) the NASD approves and effects a bulk transfer of all
representatives to a new Selling Broker-Dealer.
B. Time of Payment
Clarendon will pay any commissions due Producer in accordance with Schedule
C of this Agreement, as it may be amended from time to time.
C. Amendment of Schedules
Clarendon may amend Schedule C upon at least ten (10) days' prior written
notice to Selling Broker-Dealer and Producer. The submission of an application
for the Contracts by Selling Broker-Dealer or Producer after the effective date
of any such amendment shall constitute
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agreement to such amendment. Any such amendment shall apply to compensation due
on applications received by the Company after the effective date of such notice.
D. Prohibition Against Rebates
The Company or Clarendon may terminate this Agreement if Selling
Broker-Dealer, Producer or any Sub-broker rebates, offers to rebate or withholds
any part of any Payment on the Contracts. If Selling Broker-Dealer, Producer or
any Sub-broker shall at any time induce or endeavor to induce any Owner of any
Contract issued hereunder to discontinue payments or to relinquish any such
Contract, except under circumstances where there is reasonable grounds for
believing the Contract is not suitable for such person, any and all compensation
due Producer hereunder shall cease and terminate.
E. Indebtedness and Right of Set Off
Nothing contained in this Agreement shall be construed as giving Selling
Broker-Dealer or Producer the right to incur any indebtedness on behalf of the
Company or Clarendon. Selling Broker-Dealer and Producer hereby authorize
Clarendon and the Company to set off liabilities of Selling Broker-Dealer and
Producer to the Company and Clarendon against any and all amounts otherwise
payable to Selling Broker-Dealer or Producer.
VI.
GENERAL PROVISIONS
A. Waiver
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of
any of the provisions of this Agreement shall be deemed to be, or shall
constitute, a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.
B. Limitations
The Selling Broker-Dealer and Producer are independent contractors with
respect to the Company and Clarendon. No sub-broker is a party to this
Agreement nor is any sub-broker entitled to claim the status of a third party
beneficiary with respect to this Agreement. No party other than the Company and
or Clarendon, as the case may be, shall have the authority to: (i) make, alter
or discharge any Contract issued by the Company; (ii) waive any forfeiture or
extend the time of making any payments; (iii) enter into any proceeding in a
court of law or before a regulatory agency in the name of or on behalf of the
Company or Clarendon; (iv) contract for the
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expenditure of funds of the Company or Clarendon; (v) alter the forms which the
Company prescribes, or substitute other forms in place of those prescribed by
Clarendon.
C. Fidelity Bond and Other Liability Coverage
Selling Broker-Dealer and Producer each represent that all directors,
officers, agents, employees and brokers who are licensed pursuant to this
Agreement as brokers for the Company for state insurance law purposes or who
have access to funds of the Company, including but not limited to, funds
submitted with applications for the Contracts are and shall be covered by a
blanket fidelity bond, including coverage for larceny and embezzlement issued by
a reputable bonding company. This bond shall be maintained by Selling
Broker-Dealer or Producer at their expense and shall be, at a minimum, of the
form, type and amount required under NASD Rules endorsed to extend coverage to
transactions relating to the Contracts. The Company may require evidence
satisfactory to it, that such coverage is in force and Selling Broker-Dealer or
Producer, as the case may be, shall give prompt written notice to the Company of
any notice of cancellation of the bond or change of coverage.
Selling Broker-Dealer and Producer hereby assign any proceeds received from
a fidelity bonding company, error and omissions or other liability coverage, to
the Company or Clarendon as their interest may appear, to the extent of their
loss due to activities covered by the bond, policy or other liability coverage.
If there is any deficiency amount, whether due to a deductible or otherwise,
Selling Broker-Dealer or Producer shall promptly pay such amounts on demand.
Selling Broker-Dealer and Producer hereby indemnify and hold harmless the
Company and Clarendon from any such deficiency and from the costs of collection
thereof (including reasonable attorneys' fees).
D. Binding Effect
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns provided that neither
Selling Broker-Dealer nor Producer may assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Company.
E. Regulations
All parties agree to observe and comply with the existing laws and rule or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
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F. Indemnification
The Company and Clarendon agree to indemnify and hold harmless Selling
Broker-Dealer and Producer, their officers, directors, agents and employees,
against any and all losses, claims, damages or liabilities to which they may
become subject under the 1933 Act, the 1934 Act, or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission to state a material fact required to be
stated or necessary to make the statements made not misleading in the
registration statement for the Contracts filed pursuant to the 1933 Act, or any
prospectus included as a part thereof, as from time to time amended and
supplemented, or in any advertisement or sales literature approved in writing by
the Company and Clarendon pursuant to this Agreement.
Selling Broker-Dealer and Producer agree to indemnify and hold harmless the
Company and Clarendon, their officers, directors, agents and employees, against
any and all losses, claims, damages or liabilities to which they may become
subject under the 1933 Act, the 1934 Act, or other federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (a) any oral or written misrepresentation by Selling Broker-Dealer or
Producer or their officers, directors, employees or agents unless such
misrepresentation is contained in the registration statement for the Contracts,
any prospectus included as a part thereof, as from time to time amended and
supplemented, or any advertisement or sales literature approved in writing by
the Company and Clarendon pursuant to this Agreement, (b) the failure of Selling
Broker-Dealer or Producer or their officers, directors, employees or agents to
comply with any applicable provisions of this Agreement or (c) claims by brokers
or employees of Producer or Selling Broker-Dealer for payments of compensation
or remuneration of any type. Selling Broker-Dealer and Producer will reimburse
the Company or Clarendon or any director, officer, agent or employee of either
entity for any legal or other expenses reasonable incurred by the Company,
Clarendon, or such office, director, agent or employee in connection with
investigating or defending any such loss, claims, damages, liability or action.
This indemnity agreement will be in addition to any liability which
Broker-Dealer may otherwise have.
G. Notices
All notices or communications shall be sent to the following address for
the Company or Clarendon, or to such other address as the Company or Clarendon
may request by giving written notice to the other parties:
Sun Life Assurance Co. Of Canada (U.S.) Clarendon Insurance Agency, Inc.
One Sun Life Executive Park, SC 2145 One Sun Life Executive Park, SC 1335
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, XX 00000
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All notices or communications to the Selling Broker-Dealer or Producer
shall be sent to the last address known to the Company for that party, or to
such other address as Selling Broker-Dealer or Producer may request by giving
written notice to the other parties.
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
Clarendon may amend this Agreement upon at least ten (10) days' prior
written notice to Selling Broker-Dealer and Producer. The submission of an
application for the Contracts by Selling Broker-Dealer or Producer after the
effective date of any such amendment shall constitute agreement to such
amendment.
J. Producer as Broker-Dealer
Selling Broker-Dealer and Producer shall not have the other entity's
authority and shall not be responsible for the other entity's duties hereunder
unless Selling Broker-Dealer and Producer are the same entity, subject to their
acceptance of joint and several responsibility under this Agreement. If Selling
Broker-Dealer and Producer are the same person or legal entity, such person or
legal entity shall have the rights and obligations hereunder of both Selling
Broker-Dealer and Producer and this Agreement shall be binding and enforceable
by and against such person or legal entity in both capacities.
K. Complaints and Investigations
The Company, Clarendon, Selling Broker-Dealer and Producer agree to
cooperate fully in any insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the Contracts distributed under
this Agreement. The Company, Clarendon, Selling Broker-Dealer and Producer
further agree to cooperate fully in any securities regulatory investigation or
proceeding with respect to the Company, Clarendon, Selling Broker-Dealer and
Producer, their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with the Contracts
distributed under this Agreement. Without limiting the foregoing:
(a) Selling Broker-Dealer or Producer will be notified promptly of any
customer complaint or notice of any regulatory investigation or proceeding
or judicial proceeding received by the Company or Clarendon with respect to
Selling Broker-Dealer or Producer or any Sub-broker or which may affect the
Company's issuance of any contracts sold under this Agreement; and
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(b) Selling Broker-Dealer and Producer will promptly notify the Company
and Clarendon of any customer complaint or notice of any regulatory
investigation or proceeding received by Selling Broker-Dealer, Producer or
their affiliates with respect to Selling Broker-Dealer, Producer or any
Sub-broker in connection with any Contracts distributed under this
Agreement or any activity in connection with any such policies.
In the case of a substantive customer complaint, the Company, Clarendon,
Selling Broker-Dealer and Producer will cooperate in investigating such
complaint and any response will be sent to the other party to this Agreement for
approval not less than five business days prior to its being sent to the
customer or regulatory authority, except that if a more prompt response is
required, the proposed response shall be communicated by telephone or telegraph.
L. Termination
This Agreement may be terminated, without cause, by any party upon thirty
(30) days' prior written notice. This Agreement also may be terminated
immediately if Clarendon or Selling Broker-Dealer shall cease to be a registered
Broker-Dealer under the 1934 Act or a member in good standing of the NASD, or if
there occurs the dissolution, bankruptcy or insolvency of Selling Broker-Dealer
or Producer. Sections VI, F and K shall survive termination of this Agreement.
Upon termination of this Agreement, Selling Broker-Dealer and Producer
shall each use their best efforts to have all property of the Company and
Clarendon in Selling Broker-Dealer, Producer or Sub-brokers' possession promptly
returned to the Company or Clarendon, as the case may be. Such property
includes illustration software, prospectuses, applications and other literature
supplied by the Company or Clarendon.
M. Exclusivity
Selling Broker-Dealer and Producer each agree that no territory is assigned
exclusively hereunder and that the Company and Clarendon reserve the right in
their discretion to establish one or more agencies in any jurisdiction in which
Selling Broker-Dealer and Producer transact business hereunder.
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This Agreement shall be effective as of___________________________________.
Sun Life Assurance Company of Canada (U.S.) __________________________________.
(Selling Broker-Dealer)
By:___________________________________ By:________________________________.
(Signature) (Signature)
Title:________________________________ Title:______________________________
Date: ________________________________ Date:_______________________________
By:___________________________________
(Signature)
Title:________________________________
Date:_________________________________
Clarendon Insurance Agency, Inc. ___________________________________
(Producer)
By:__________________________________ By:________________________________
(Signature) (Signature)
Title:_______________________________ Title:______________________________
Date: _______________________________ Date:_______________________________
By:___________________________________
(Signature)
Title:________________________________
Date:_________________________________
EXHIBIT A
TYPES OF PLANS
* Sun Life Corporate VUL-SM-
(flexible premium variable universal life insurance policy)
SCHEDULE B
General Letter of Recommendation
PRODUCER hereby certifies to Sun Life of Canada (U.S.) and Clarendon that
all the following requirements will be fulfilled in conjunction with the
submission of licensing/appointment papers for all applicants as sub-brokers
submitted by PRODUCER. PRODUCER will, upon request, forward proof of compliance
with same to Sun Life 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 a sales representative 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 with our
NASD member firm.
The above information in our files indicates no fact or condition
which would disqualify the applicant from receiving a license and all
the findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the
specific state each applicant is requesting a license in, and that,
all such persons have fulfilled the appropriate examination, education
and training requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a
license, we certify that those items forwarded to Sun Life 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 until duly
licensed therefore. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write,
or solicit business in any capacity, and they will not be so permitted
until the certificate of authority or license applied for is received.
We acknowledge that the applicant, when licensed, shall be a broker
for Sun Life of Canada (U.S.) and not an agent or sub-agent of Sun
Life of Canada (U.S.).
