BROKER DEALER ADMINISTRATIVE
SERVICES SUPERVISORY AGREEMENT
THIS AGREEMENT IS MADE AND EFFECTIVE BETWEEN
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) ("SUN LIFE OF CANADA (U.S.)")
CLARENDON INSURANCE AGENCY, INC. ("CLARENDON")
AND _______________________________________________ ("BROKER-DEALER")
AS OF ______________________________, ________20_____
BROKER DEALER ADMINISTRATIVE
SERVICES SUPERVISORY AGREEMENT
This Agreement ("Agreement") is made by and among: Sun Life Assurance
Company of Canada (U.S.) ("Sun Life of Canada (U.S.)"), a life insurance company
organized under the laws of Delaware; Clarendon Insurance Agency, Inc.
("Clarendon"), a registered broker-dealer and member of the National Association
of Securities Dealers, Inc. ("NASD"), and___________________________
("Broker-dealer"), also a registered broker-dealer and member of the NASD.
The purpose of this Agreement is to set forth the parties' rights and
duties with respect to certain administrative services being provided through
the offices of the General Agencies listed on Exhibit A (which list may be
revised from time to time, by mutual agreement of all parties to this
Agreement), in connection with the offer and sale of those certain life
insurance and annuity products ("Registered Insurance Products"), made available
for sale by Sun Life of Canada (U.S.) which are regulated as securities under
the Securities Act of 1933. The current Registered Insurance Products available
for sale are listed on Exhibit B (which list may be revised from time to time by
Sun Life of Canada (U.S.), at its sole discretion).
GENERAL AGENCIES' SERVICES
The General Agencies, through persons employed in their offices, shall,
from time to time, provide certain administrative services, including
illustration preparation and application processing, for the purpose of
facilitating sales of the Registered Insurance Products by persons who are
associated, as Registered Representatives, with other broker-dealers ("Selling
Broker-dealers"). Broker-dealer hereby agrees that it shall be responsible for
supervising such administrative services as are performed by these persons which
may be deemed subject to regulation under federal securities laws; but it is
acknowledged and agreed that such supervision shall be limited to such persons
who are registered representatives of Broker-dealer. Broker-dealer shall be
solely responsible for determining the appropriate supervisory procedures for
the securities-related activities for each General Agency and shall not be
required to supervise services as to compliance with state insurance laws.
NO "SUITABILITY" REVIEW OBLIGATION
It is expressly acknowledged and agreed, jointly, by Sun Life of Canada
(U.S.) and Clarendon that Broker-dealer's supervision over the General Agency's
personnel (as described above) shall not extend to the training and supervision
of any individuals who are associated, as registered representatives or
principals, of any Selling Broker-dealer. All such individuals shall be subject
to the supervision of their Selling Broker-dealer,
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including with respect to compliance with applicable suitability reviews of
all applications for the Registered Insurance Products.
Although review of applications for any of the Registered Insurance
Products shall not be the responsibility of Broker-dealer, any money, whether
tendered as premium or otherwise, received by Broker-dealer (or by General
Agency) in connection with the Registered Insurance Products is the property of
Sun Life of Canada (U.S.) and Broker-dealer shall transmit such amounts directly
to Sun Life of Canada (U.S.), without any deduction or offset.
RULES AND PROCEDURES, INCLUDING CONTROL OVER BOOKS AND RECORDS
Broker-dealer shall establish such rules and procedures with respect to
its supervisory obligations over each General Agency's personnel as it may deem
necessary, in its sole discretion, in order to comply with the applicable
requirements of all applicable state and federal law, including NASD
regulations, expressly including maintenance and control over all necessary
books and records located at each of the General Agencies' offices.
Broker-dealer shall be solely responsible for advising the General Agencies
about its rules and procedures and for diligently supervising compliance
therewith. At the request of Sun Life of Canada (U.S.), Broker-dealer shall
provide reasonable documentation with respect thereto.
SUPERVISORY AND SERVICE FEES
For performance of these supervisory duties, Sun Life of Canada (U.S.)
shall pay the Supervisory Service Fees, as listed on the Fee Schedule on
Schedule B, directly to Broker-dealer or otherwise as required by applicable
law. Broker-dealer shall be responsible for paying the persons employed by the
General Agencies who are registered representatives of Broker-dealer and who are
engaged in providing the administrative services described in this Agreement.
Upon termination of this Agreement, all compensation to Broker-dealer hereunder
shall cease; provided however that Broker-dealer shall continue to be liable for
any chargebacks made pursuant to the current Fee Schedule applicable at such
time. Sun Life of Canada (U.S.) may, at its sole discretion and from time to
time, upon a minimum of ten (10) days' prior written notice to Broker-dealer
change the current fee schedule. Neither Sun Life of Canada (U.S.) nor Clarendon
shall, under any circumstances, owe any payment to General Agencies or any
persons employed by General Agencies under this Agreement. Neither General
Agencies, Selling Broker-dealers nor any Registered Representatives shall be
deemed a party to this Agreement nor be able to claim the status of a third
party beneficiary of this Agreement.
LIMITATIONS
No party other than Sun Life of Canada (U.S.) shall have the authority
to make, alter, or discharge any provision of the policy forms for the
Registered Insurance Products, 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.).
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BINDING EFFECT
This Agreement shall be binding on the parties hereto and their
respective successors and assigns provided that Broker-dealer may not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of Sun Life of Canada (U.S.).
REGULATIONS
All parties agree to observe and comply with the existing laws and
rules or regulations of applicable local, state, or federal regulatory
authorities, including the NASD, 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.
NOTICES
All notices or communications shall be sent to the last address of
record supplied under this Agreement or to such other address as the party may
request by giving xxxxxx notice to the other parties.
GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
SIGNATURES
BROKER-DEALER
Name: _________________________________________________________________________
Principal Address: ____________________________________________________________
____________________________________________________________
Tax ID No.: __________________________________
Print Name and Title of Authorized Officer: __________________________________
By: __________________________________________________________________________
Signature and Title of Authorized Officer Date
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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By ___________________________________
For the President
By ___________________________________
Secretary
CLARENDON INSURANCE AGENCY, INC.
By ___________________________________
Xxxxxxx X. Xxxxxx, Vice President
By ___________________________________
Xxxxx Xxxxxx, Assistant Secretary
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