One signed and authorized copy Sun Life Annuity Service Center
of this agreement, plus a fully P.O. Box 1024
completed commission schedule Boston, MA 02103
should be returned to:
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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada
EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS:
One Sun Life Executive Park Wilmington, Delaware Sun Life Annuity
Wellesley Hills, Massachusetts 02181 Service Center
P.O. Box 1024
Boston, Massachusetts 02103
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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.
X. XXXXX RECEIVED BY GENERAL AGENT
All money payable in connection with any of the Plans, whether as premium,
purchase payment or other-
wise 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
thereunder 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 or 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 LAW
Broker-dealer will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities Exchange Act of
1934 and all other applicable federal or state laws and will establish such
rules and procedures as may be necessary to cause diligent supervision of the
securities activities of the sub-agents. Upon request by Xxxxxxxxx,
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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X. XXXXXX
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 the benefit of the
parties to it and their respective suc-
cessors and assign provided that neither Broker-dealer nor General Agent may
assign this Agreement or any rights or obligations hereunder without the
prior written consent of Sun Life of Canada (U.S).
F. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph VI M of this Agreement or to such other address as the party may
request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Massachusetts.
I. AMENDMENT OF AGREEMENT
Sun Life of Canada (U.S) reserves the right to amend this Agreement at
any time and the General Agent's submission of an application after notice of
any such amendment has been sent to the other parties shall constitute the
other parties' agreement to any such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Neither Broker-dealer, General Agent nor any of its sub-agents shall
print, publish or 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 Xxxxxxxx. 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.
X. 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
GENERAL AGENT
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Licensed General Agent or Agency Name:
Address:
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Tax ID No.:
-----------------------------------------
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Print Name and Title of Authorized Officer
By
--------------------------------------------------
Signature and Title of Authorized Officer Date
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NASD BROKER/DEALER
Registered Name:
------------------------------------
Home/Office Address:
--------------------------------
----------------------------------------------------
Tax ID No.:
-----------------------------------------
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Print Name and Title of Authorized Officer
By
--------------------------------------------------
Signature and Title of Authorized Officer Date
Clarendon Insurance Agency, Inc.
Attn:
CLARENDON INSURANCE AGENCY, INC.
By:
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Sun Life of Canada (U.S.)
Attn:
One Sun Life Executive Park
Wellesley Hills, MA 02181
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By:
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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 B-300, B-301, 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.
