exhibit101.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.1

    


    ADMINISTRATIVE SERVICES
AGREEMENT

     

    This
Administrative Services Agreement ("Agreement") is made effective as of 11:59
p.m. Eastern Standard Time, on the 31st day
of December, 2009 ("Effective Date") by and between Sun Life Assurance Company
of Canada (U.S.) (“Sun Life (U.S.)”), a Delaware life insurance company, and Sun
Life Financial (U.S.) Services Company, Inc. (“Sun Life Services”), a Delaware
corporation.

    WHEREAS, Sun Life (U.S.)
operates an insurance business and also provides general, administrative, and
insurance services to its affiliates pursuant to various services agreements;
and

    WHEREAS, Sun Life Services has
equipment and professional staffing for actuarial, financial, legal,
administrative, and other operational support functions related to the
maintenance and operation of insurance companies and business enterprises, such
as Sun Life (U.S.) and its affiliates; and

    WHEREAS, Sun Life (U.S.)
desires Sun Life Services to provide certain human resources services to Sun
Life (U.S.) (collectively, the "services") in connection with Sun Life (U.S.)’s
insurance business and with the services Sun Life (U.S.) has contracted to
perform for its affiliates; and

    WHEREAS, Sun Life (U.S.) and
Sun Life Services contemplate that such an agreement for services will achieve
certain operating economies and provide economic and other benefits to each of
them; and

    WHEREAS, Sun Life (U.S.) and
Sun Life Services wish to assure that all charges for services and the use of
equipment incurred hereunder are reasonable and are based on actual costs
arrived at in a fair and equitable manner, and that estimated costs, whenever
used, are adjusted periodically to bring them into alignment with actual
costs;

    NOW, THEREFORE, in
consideration of the premises and of the mutual promises set forth herein, and
intending to be legally bound hereby, Sun Life (U.S.) and Sun Life Services
agree as follows:

    1. PERFORMANCE
OF SERVICES AND USE OF FACILITIES.  Subject to the
terms, conditions, and limitations of this Agreement, Sun Life Services agrees
to the extent requested by Sun Life (U.S.) to perform diligently and in a
professional manner such services as set forth in this Agreement as Sun Life
(U.S.) determines to be reasonably necessary in the conduct of its
operations.   In addition, Sun Life Services agrees at all times
to maintain sufficient trained personnel of the kind necessary to perform under
this Agreement.

    (a) CAPACITY
OF PERSONNEL AND STATUS OF FACILITIES.  Whenever Sun Life
Services utilizes its personnel to perform services for Sun Life (U.S.) pursuant
to this Agreement, such personnel shall at all times remain employees of Sun
Life Services subject solely to its direction and control, and Sun Life Services
shall alone retain full liability to such employees for their welfare, salaries,
fringe benefits, legally required employer contributions, and tax
obligations.

    (b) EXERCISE
OF JUDGMENT IN RENDERING SERVICES.  In providing any
services hereunder which require the exercise of judgment by Sun Life Services,
Sun Life Services shall perform any such service in accordance with any
standards and guidelines that Sun Life (U.S.) develops and communicates to Sun
Life Services.  In performing any services hereunder, Sun Life
Services shall at all times act in a manner reasonably calculated to be in or
not opposed to the best interests of Sun Life (U.S.).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)  CONTROL.  The performance
of services by Sun Life Services for Sun Life (U.S.) pursuant to this Agreement
shall in no way impair the absolute control of the business and operations of
Sun Life Services or Sun Life (U.S.) by their respective Boards of
Directors.  Sun Life Services shall act hereunder so as to assure the
separate operating identity of Sun Life (U.S.).

    2. SERVICES.  The performance
of Sun Life Services under this Agreement with respect to the business and
operation of Sun Life (U.S.) shall at all times be subject to the direction and
control of the Board of Directors of Sun Life (U.S.).

    Subject
to the foregoing and to the terms, conditions, and limitations of this
Agreement, Sun Life Services shall provide to Sun Life (U.S.), at Sun Life
(U.S.)’s request, human resources services including, but not limited to, the
following:  recruiting and maintaining appropriately trained and
qualified personnel and equipment necessary for the performance of actuarial,
financial, legal, administrative, and other operational support functions
related to the maintenance and operation of insurance companies and business
enterprises such as Sun Life (U.S.) and its affiliates; payroll processing;
employee benefit plan design and administration; compensation design and
administration; and employee relations.

    3. CHARGES
AND PAYMENT.  Sun Life (U.S.)
agrees to reimburse Sun Life Services for the cost of the services provided by
Sun Life Services to Sun Life (U.S.) pursuant to this Agreement.  The
charge to Sun Life (U.S.) for such services shall include all direct and
directly allocable expenses, reasonably and equitably determined to be
attributable to Sun Life (U.S.) by Sun Life Services, plus a reasonable charge
for direct overhead, the amount of such charge for overhead to be agreed upon by
the parties from time to time.  The allocable expenses and overhead
charges shall include, without limitation:  salaries; payroll taxes
for

    personnel
performing services; expenses associated with offering employee benefit plans to
personnel performing services, including periodic benefit plan contributions;
license and registration fees; equipment and supplies; computer charges;
consulting; accounting and legal fees; travel expenses; and all other charges,
costs and expenses reasonably incurred in providing the services contemplated
hereunder.  The total fee shall consist of:  (a) the
reimbursement and charge for overhead, as described above (“Cost”), plus (b)
only with respect to those services that are not “covered services” as defined
in IRS Revenue Procedure 2007-13, a profit margin to be agreed upon by the
parties from time to time, not to exceed fifteen percent of Cost (the “Profit
Margin”).  The Profit Margin shall be based upon market conditions,
including rates charged in similar transactions between unrelated parties, in
order to ensure an arm’s length standard, and any changes to the Profit Margin
shall be agreed upon by the parties prior to services being rendered at the new
Profit Margin.

    On
the Friday before each bi-weekly payroll date, Sun Life Services will present a
detailed written estimate of charges due hereunder for the prior two-week pay
period to Sun Life (U.S.), and any charges estimated for the prior two-week pay
period shall be paid by Sun Life (U.S.) no later than the Tuesday following
receipt of the written estimate.  Within fifteen (15) days after the
end of each month, Sun Life Services will present a detailed written statement
(the “Monthly True-Up Statement”) to Sun Life (U.S.) that reconciles any
differences between the bi-weekly estimates and actual expenses for that
month.  Each Monthly True-Up Statement shall include charges not
included in any previous Monthly True-Up Statement, and any balance payable or
to be refunded as shown in the Monthly True-Up Statement shall be paid or
refunded within the later of thirty (30) days following the end of the month to
which the Monthly True-Up Statement applies or fifteen (15) days following
receipt of the Monthly True-Up Statement by Sun Life (U.S.).

    If
Sun Life (U.S.) objects to the determination of charges in any Monthly True-Up
Statement, it shall so advise Sun Life Services within thirty (30) days of
receipt of notice of said determination.  Unless the parties can
reconcile any such objection, they shall agree to the selection of a firm of
independent certified public accountants which shall determine the charges
properly allocable to Sun Life (U.S.) and shall, within a reasonable time,
submit such determination, together with the basis therefore, in writing to Sun
Life Services and Sun Life (U.S.), whereupon such determination shall be
binding.  The expenses of such a determination by a firm of
independent certified public accountants shall be borne equally by Sun Life
Services and Sun Life (U.S.).

    4. STANDARD
OF CARE.  The parties shall
use that degree of ordinary care and reasonable diligence in the performance of
services hereunder that an experienced and qualified provider of similar
services under a similar services agreement would use acting in like
circumstances and familiar with such matters and in accordance with such
additional standards as may be adopted by Sun Life (U.S.) from time to time and
communicated to Sun Life Services, including industry standards and applicable
laws and any contractual obligations or limitations binding on Sun Life (U.S.)
and made known to Sun Life Services.  Furthermore, the parties agree
to maintain backup systems and contingency plans to assure that work stoppages,
fires, riots, equipment, utility or transmission failures, shortage or damage,
acts of God, or other similar occurrences do not jeopardize the integrity of the
data maintained on behalf of the other party.  Each party warrants it
will maintain such systems in conformity with corporate and prudent business
standards.

    5. ACCOUNTING
RECORDS AND DOCUMENTS.  Sun Life Services
shall be responsible for maintaining full and accurate accounts and records of
all services

    rendered
pursuant to this Agreement in accordance with applicable laws and regulations,
and such additional information as Sun Life (U.S.) may reasonably request for
purposes of its internal bookkeeping and accounting operations.  Sun
Life Services shall keep copies of such accounts and records available at its
principal offices for audit, inspection, and copying by Sun Life (U.S.) and
persons authorized by Sun Life (U.S.) or any governmental agency having
jurisdiction over Sun Life (U.S.) during all reasonable business
hours.  Such accounts and records shall be delivered upon a request
for such accounts and records by Sun Life (U.S.) or by any governmental agency
having jurisdiction over Sun Life (U.S.).

    6. RECORDS
AND AUDIT RIGHTS.  All books,
records, and files established and maintained by Sun Life Services by reason of
its performance under this Agreement which, absent this Agreement, would have
been held by Sun Life (U.S.), shall be:  (i) deemed the property
of Sun Life (U.S.); (ii) maintained in accordance with applicable laws and
regulations; and (iii) subject to examination at all times by Sun Life
(U.S.) and persons authorized by Sun Life (U.S.) or any governmental agency
having jurisdiction over Sun Life (U.S.).

    With
respect to documents which would otherwise be held by Sun Life (U.S.) and which
may be created or obtained by Sun Life Services in performing under this
Agreement, Sun Life Services shall deliver such documents to Sun Life (U.S.)
within thirty (30) days of their receipt or creation by Sun Life Services except
where continued custody of such original documents is necessary to perform
hereunder.  Sun Life Services shall, at Sun Life Services’s expense,
deliver to Sun Life (U.S.) within forty-eight (48) hours any and all documents
requested by Sun Life (U.S.) or by any governmental agency having jurisdiction
over Sun Life (U.S.).

    In
addition to the foregoing, Sun Life (U.S.) may audit Sun Life Services, at Sun
Life (U.S.)’s sole expense and upon reasonable notice, to ensure that security
controls and operational management procedures are in place as required by this
Agreement, provided, however, that nothing herein will allow Sun Life (U.S.) to
review data pertaining to other customers of Sun Life Services.  Sun
Life Services will also make available to Sun Life (U.S.), upon written notice,
copies of any external audit reports produced for Sun Life Services with respect
to the services provided under this Agreement.  Sun Life Services
acknowledges that the Superintendent of Financial Institutions of Canada (the
"Canadian Superintendent") may find it necessary to have Sun Life (U.S.)’s
material outsourcing arrangements reviewed, examined, or caused to be
examined.  Accordingly, Sun Life Services undertakes and agrees as
follows:

    (a) The
Canadian Superintendent may exercise the rights of Sun Life (U.S.) relating to
audit and inspection and monitoring procedures;

    (b) The
Canadian Superintendent may have access to and make copies of any internal audit
reports and associated working papers and recommendations prepared for or by Sun
Life Services in respect of services being performed for Sun Life (U.S.),
subject to the Canadian Superintendent agreeing to sign appropriate
confidentiality documentation in form and content satisfactory to Sun Life
Services; and

    (c) Sun
Life Services will use commercially reasonable best efforts to seek the consent
of its external auditor for the release to the Canadian Superintendent of any
findings in the external audit of Sun Life Services (and associated working
papers and recommendations) that address the services being performed for Sun
Life (U.S.), subject to the Canadian Superintendent agreeing to sign appropriate
confidentiality documentation in form and content satisfactory to Sun Life
Services.

    7. RIGHT TO
CONTRACT WITH THIRD PARTIES.  Nothing herein
shall be deemed to grant Sun Life Services an exclusive right to provide
services to Sun Life (U.S.), and Sun Life (U.S.) retains the right to contract
with any third party, affiliated or unaffiliated, for the performance of
services or for the use of facilities as are available to or have been requested
by Sun Life (U.S.) pursuant to this Agreement.

    8. CONTACT
PERSON(S).  Sun Life (U.S.)
and Sun Life Services each shall appoint one or more individuals who shall serve
as contact persons for the purpose of carrying out this
Agreement.  Such contact persons shall be authorized to act on behalf
of their respective parties as to the matters pertaining to this
Agreement.  Effective upon execution of this Agreement, the initial
contact persons shall be those set forth in Appendix A.  Each of the
parties shall notify the others, in writing, as to any change, including any
change for any such designated contact person.

    9. TERMINATION.  This Agreement
shall remain in effect until terminated by either Sun Life Services or Sun Life
(U.S.) by giving ninety (90) days or more advance written
notice.  Upon termination, Sun Life Services shall promptly deliver to
Sun Life (U.S.) all books and records that are, or are deemed by this Agreement
to be, the property of Sun Life (U.S.).

    Upon
termination of this Agreement, any application software and all copies thereof
developed by Sun Life Services for Sun Life (U.S.)’s exclusive use shall become,
and that developed by Sun Life (U.S.) and provided to Sun Life Services for Sun
Life (U.S.)’s exclusive use shall remain, the property of Sun Life (U.S.) in
perpetuity.  To the extent allowed by applicable law, Sun Life (U.S.)
shall have the same rights as Sun Life Services in any other software or copies
thereof obtained by Sun Life Services under license from third party
vendors.  Sun Life (U.S.) may purchase other software or copies
thereof from third party vendors for its exclusive use on Sun Life Services’s
equipment if Sun Life (U.S.) so desires.  Sun Life Services agrees
that any software or copies thereof purchased by Sun Life (U.S.) and used by Sun
Life Services in connection with this Agreement shall remain the property of Sun
Life (U.S.).

    10. SETTLEMENT
ON COMPLETE TERMINATION.  No later than
thirty (30) days after the effective date of termination of this Agreement, Sun
Life Services shall deliver to Sun Life (U.S.) a detailed written statement of
all charges incurred and not included in any previous statement to the effective
date of termination.  The amount owed or to be refunded hereunder
shall be due and payable within thirty (30) days of receipt of such
statement.

    11. ASSIGNMENT.  This Agreement
and any rights pursuant hereto shall not be assignable by either party hereto,
except as set forth herein or by operation of law.  Except as and to
the extent specifically provided in this Agreement, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto, or their respective legal successors, any rights, remedies, obligations,
or liabilities, or to relieve any person other than the parties hereto, or their
respective legal successors, from any obligations or liabilities that would
otherwise be applicable.  The representations, warranties, covenants,
and agreements contained in this Agreement shall be binding upon, extend to, and
inure to the benefit of the parties hereto, their, and each of their, successors
and assigns respectively.

    12. GOVERNING
LAW.  This Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Delaware applicable to contracts made and to be performed
in that State without regard to principles of conflict of laws.

    13. ARBITRATION.  Except as set
forth in Section 3, any unresolved dispute or difference between the parties
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association and the Expedited Procedures
thereof.  The award rendered by the Arbitrator shall be final and
binding upon the parties, and judgment upon the award rendered by the Arbitrator
may be entered in any Court having jurisdiction thereof.  The
arbitrators shall be persons unaffiliated with either Sun Life Services or Sun
Life (U.S.).

    14. INDEMNIFICATION.  Sun Life (U.S.)
and Sun Life Services agree to hold each other harmless and to indemnify each
other against any and all extra-contractual liability and any related loss,
damage, expense, costs, cause of action, demand, penalty, fine, or claim
(including cost of litigation or administrative proceeding and counsel fees)
arising out of or related to any of the services provided hereunder to the
extent the same are caused by the act or failure to act of the indemnifying
party.

    15. NOTICE.  All notices,
statements, or requests provided for hereunder shall be deemed to have been duly
given when delivered by hand to an officer of the other party, or when deposited
with the U.S. Postal Service, as first class certified or registered mail,
postage prepaid, overnight courier service, telex or telecopier,
addressed:

    
      	
              (a)  

            	
              If
      to Sun Life Services, to:

            


    

    


    
      	
               
      

            	
              One
      Sun Life Executive Park

            


    

    
      	
               
      

            	
              Wellesley
      Hills, MA  02481

            


    

    


    
      	
              (b)  

            	
              If
      to Sun Life (U.S.), to:

            


    

    


    One
Sun Life Executive Park

    Wellesley
Hills, MA  02481

    


    or
to such other persons or places as each party may from time to time designate by
written notice sent as aforesaid.

     

    16. ENTIRE
AGREEMENT.  This Agreement,
together with such amendments as may from time to time be executed in writing by
the parties, constitutes the entire agreement and understanding between the
parties in respect of the transactions contemplated hereby.

    17. SECTION
HEADINGS.  Section headings
contained herein are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

    18. COUNTERPARTS.  This Agreement
may be executed in separate counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective officers
duly authorized to do so, as of the Effective Date first above
written.

    


    SUN
LIFE ASSURANCE COMPANY OF CANADA (U.S.)

    


    


    
      	
              /s/ Michael K.
      Moran

            	
              /s/ Matthew S.
      MacMillen

            
	
              Michael
      K. Moran

            	
              Matthew
      S. MacMillen

            
	
              Vice
      President and Chief Accounting Officer

            	
              Vice
      President, U.S. Taxation

            


    

    


    


    


    


    SUN
LIFE FINANCIAL (U.S.) SERVICES COMPANY, INC.

    


    


    
      	
              /s/ Ronald H.
      Friesen

            	
              /s/ Douglas C.
      Miller

            
	
              Ronald
      H. Friesen

            	
              Douglas
      C. Miller

            
	
              Senior
      Vice President and

            	
              Vice
      President and Controller

            
	
              Chief
      Financial Officer and Treasurer

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

     

    CONTACT
PERSON(S) FOR SUN LIFE SERVICES:

    


    Senior
Vice President and Chief Financial Officer

    One
Sun Life Executive Park

    Wellesley
Hills, MA  02481

    


    Telephone:                      (800)
786-5433

    


    


    CONTACT
PERSON(S) FOR SUN LIFE (U.S.):

    


    Senior
Vice President and Chief Financial Officer

    One
Sun Life Executive Park

    Wellesley
Hills, MA  02481

    


    Telephone:                      (800)
786-5433