EX-99.27c(2)
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Selling Agreement
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Xxxxxxx National Life Distributors, Inc., Member NASD.
XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORKSM
XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC. MEMBER NASD
SELLING AGREEMENT
This Agreement, dated, _______________________________,________ is by and among
__________________________________________________________________ and
(Broker/Dealer)
____________________________________________________________________,
(Agency)
_____________________________________________________________________,(Agency)
_____________________________________________________________________,(Agency)
hereinafter taken together and referred to as ("Broker/Dealer"), XXXXXXX
NATIONAL LIFE INSURANCE COMPANY OF NEW YORK ("Insurer"), and XXXXXXX NATIONAL
LIFE DISTRIBUTORS, INC. (MEMBER NASD), a registered Broker/Dealer
("Distributor"). This Agreement is for the purpose of arranging for the
distribution of certain life and annuity contracts ("Contracts") issued by
Insurer through sales people who are licensed Insurance Agents and/or Registered
Representatives of the Broker/Dealer (collectively referred to as "Registered
Representative" or "Registered Representatives").
Broker/Dealer is itself, or is affiliated with, an entity which is registered as
a broker/dealer with the Securities and Exchange Commission (the "SEC") and
which is a member of the National Association of Securities Dealers, Inc. (the
"NASD"), and is also duly licensed as a life insurance agency under the
insurance laws of the various states in which it operates.
In consideration of the mutual promises and covenants contained in this
Agreement, Insurer and Distributor appoint those persons who are Registered
Representatives of Broker/Dealer and licensed Insurance Agents to solicit and
procure applications for the Contracts specified in the attached Schedule B.
This appointment is not deemed to be exclusive in any manner and only extends to
those jurisdictions in which the Contracts specified in the attached Schedule B
have been approved for sale and in which Broker/Dealer and respective Registered
Representative are properly licensed and appointed. All completed applications,
supporting documents and initial and subsequent payments are the sole property
of Insurer and must be promptly delivered to Insurer at such address as it may
from time to time designate. All applications are subject to acceptance by
Insurer in its sole discretion.
1| REGISTERED REPRESENTATIVES
Broker/Dealer is authorized to recommend Registered Representatives for
appointment as licensed Insurance Agents to solicit sales of the Contracts
specified in the attached Schedule B. Broker/Dealer warrants that each such
persons recommended for appointment shall be fully licensed under the
applicable state insurance and securities laws.
Broker/Dealer is providing Distributor with a general letter of
recommendation for its Registered Representatives. See Schedule A attached
hereto. This letter must provide Distributor and Insurer with assurance
that all background investigations which are required by state and federal
laws have been made and that Broker/Dealer affirms that all appointees meet
all state and federal requirements, and should be appointed by Insurer. The
letter also warrants that all appointees have the necessary state and
federal licenses and registrations to transact business for the Insurer.
2| SALES MATERIAL
Broker/Dealer shall cause its officers, employees and Registered
Representatives not to use any material or information, including but not
limited to, written, audio, or video sales material, or prospectus unless
such material has been provided or approved by Insurer. In accordance with
the requirements of federal and certain state laws, Broker/Dealer shall
maintain complete records indicating the manner and extent of distribution
of any such solicitation material. This material shall be made available to
appropriate federal and state regulatory agencies as required by law or
regulation. Broker/Dealer shall hold Insurer, Distributor and their
respective affiliates harmless from any liability arising from the use of
any material which has not been specifically approved by Insurer or
Distributor in writing, or used in a manner which is inconsistent with
Insurer's or Distributor's approval.
Broker/Dealer and its officers, employees, and Registered Representatives
are not authorized to make any other representations concerning the
Contracts except those contained in the prospectus then in effect and/or
sales material issued and approved by Insurer or Distributor.
3| PROSPECTUS DELIVERY
Broker/Dealer shall be responsible for compliance by its Registered
Representatives with the requirements that solicitation for variable
Contracts will be made by use of a currently effective prospectus, that a
prospectus will be delivered concurrently with each sales presentation and
that no statements shall be made to a client superseding or controverting
any statement made in the prospectus. Insurer and Distributor shall furnish
Broker/Dealer reasonable quantities of prospectuses at no cost.
4| BROKER/DEALER COMPLIANCE
Broker/Dealer is a broker-dealer registered with the SEC and a member in
good standing of the NASD and shall fully comply with the rules and
requirements of the NASD and all other applicable federal and state laws,
rules and regulations, including insurance laws, applicable to the
transactions hereunder. Broker/Dealer shall establish rules, procedures,
supervisory and inspection techniques necessary to diligently supervise the
activities of its Registered Representatives. Upon request by Distributor
or Insurer, Broker/Dealer shall furnish appropriate records as are
necessary to establish diligent supervision.
In the event Broker/Dealer utilizes an affiliated entity to satisfy
broker-dealer requirements pursuant to authority granted under applicable
SEC no-action letters, such affiliated entity shall countersign this
Agreement and shall be duly bound hereby.
5| RECORDKEEPING
Broker/Dealer shall prepare and maintain full and accurate records of the
business transacted by its Registered Representatives under this Agreement
and shall forward to Insurer and Distributor such reports of said business
as Insurer or Distributor may prescribe. Insurer and Distributor shall have
the right to examine said records at reasonable times.
6| INDEMNIFICATION
Broker/Dealer agrees to hold harmless and indemnify Distributor and Insurer
and their respective affiliates from any and all claims, direct or indirect
liabilities, losses and expenses which any such party may incur resulting
from requests, directions, actions or inactions of Broker/Dealer and/or its
officers, employees, or Registered Representatives based upon: (a) any
alleged untrue or untrue statement made by Broker/Dealer and/or its
officers, employees, or Registered Representatives, unless such statement
is contained in the registration statement, prospectus, or any Distributor
or Insurer approved sales material for any Contract, or (b) the failure of
Broker/Dealer and/or its officers, employees, or Registered Representatives
to comply with any provision of this Agreement.
Broker/Dealer agrees to cause its Registered Representatives to promptly
deliver Contracts and holds Insurer and Distributor harmless from and
against any market loss or other claim resulting from late delivery by
Registered Representative of Broker/Dealer to the owner of the Contract.
7| FIDELITY BOND
Broker/Dealer represents that all its directors, officers, employees and
Registered Representatives who have access to funds of Insurer or who are
covered by this Agreement are and will continue to be covered by a blanket
fidelity bond including coverage for larceny, embezzlement and other
defalcation, issued by a reputable bonding company. This bond shall be
maintained at Broker/Dealer expense. Such bond shall be at least equivalent
to the minimum coverage required under the NASD Rules of Fair Practice,
endorsed to extend coverage to life insurance and annuity transactions.
Broker/ Dealer acknowledges that Insurer may require evidence that such
coverage is in force and Broker/Dealer shall promptly give notice to
Insurer of any notice of cancellation or change of coverage.
Broker/Dealer assigns any proceeds received from the fidelity bond company
to Insurer to the extent of Insurer's loss due to activities covered by the
bond. If there is any deficiency, Broker/Dealer shall promptly pay Insurer
that amount on demand and Broker/Dealer indemnifies and holds harmless
Insurer from any deficiency and from the cost of collection.
8| LIMITATIONS OF AUTHORITY
The Contract forms are the sole property of Insurer. No person other than
Insurer has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental Contract or form issued by Insurer. Insurer may
make such changes as it deems advisable in the conduct of its business or
discontinue at any time issuing any of its forms or Contracts and no
liability to the Broker/Dealer will attach to Insurer or Distributor by
reason of Insurer so doing. No person other than Insurer has the right to
waive any provision with respect to any Contract or policy. No person other
than Insurer has the authority to enter into any proceeding in a court of
law or before a regulatory agency in the name of or on behalf of Insurer.
9| COMMISSION LIMITATIONS
The commissions contained in Schedule B of this Agreement comply with the
applicable expense and compensation limitations set forth in the New York
Insurance Law governing the sale of the Contracts. The Insurer will not
knowingly permit to be paid, by any party, payments in excess of these
limitations.
10| COOPERATION
Broker/Dealer and its directors, officers, employees and Registered
Representatives shall cooperate with Insurer and/or Distributor in the
investigation and settlement of all claims against Broker/Dealer, Insurer,
and/or Distributor, and/or its directors, officers, employees, and
Registered Representatives relating to the solicitation or sale of
Contracts under this Agreement. Broker/Dealer shall promptly forward to
Insurer and/or Distributor any notice or other relevant information that
may come into its possession.
11| PRINCIPLES OF ETHICAL MARKET CONDUCT
In all matters relating to the sale and marketing of life insurance and
annuity products, Insurer is fully committed to the following Principles:
(1) To conduct business according to high standards of honesty and fairness
and to render that service to its clients that, in the same circumstances,
it would apply to or demand for itself; (2) To provide competent and
client-focused sales and service; (3) To engage in active and fair
competition; (4) To provide advertising and sales material that are clear
as to purpose, and honest and fair as to content; (5) To handle client
complaints and disputes fairly and expeditiously; and (6) To maintain a
system of oversight and review that is reasonably designed to achieve
compliance with these Principles of Ethical Market Conduct. Broker/Dealer
acknowledges and agrees that it and its directors, officers, employees, and
Registered Representatives will conduct all of their activities that are
within the scope of this Agreement in accordance with these Principles.
12| CONFIDENTIALITY
No Party to the Agreement shall disclose to any person or entity, or use
for its own account, any other Party's trade secrets or confidential
information including, without limitation, proprietary information,
information as to the Party's business methods, operations and affairs,
processes and systems used in the operation of its business, or information
concerning third parties to whom a Party owes a duty of confidentiality
("Confidential Information"), except as allowed by applicable regulation,
or required to be disclosed to governmental regulators or pursuant to
judicial or administrative process or subpoena.
13| GENERAL PROVISIONS
A| WAIVER
Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under this
Agreement shall not be deemed to constitute a waiver of the right to
enforce strict compliance.
B| INDEPENDENT CONTRACTOR
Broker/Dealer is an independent contractor and not an employee or
subsidiary of Distributor or Insurer. (Registered Representatives are
independent contractors and not employees of Distributor or Insurer.)
C| INDEPENDENT ASSIGNMENT
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without the prior written consent
of Insurer.
D| NOTICE
Any notice pursuant to this Agreement shall be mailed, postage paid,
to the last address communicated by the receiving party to other
parties to this Agreement.
E| SEVERABILITY
To the extent this Agreement may be in conflict with any applicable
law or regulation, this Agreement shall be construed in a manner not
inconsistent with such law or regulation. The invalidity or illegality
of any provision of this Agreement shall not be deemed to affect the
validity or legality of any other provision of this Agreement.
F| AMENDMENT
This Agreement may be amended in writing signed by the parties to this
Agreement.
G| TERMINATION
This Agreement may be terminated by any party upon written notice, and
termination shall be effective immediately.
H| NEW YORK LAW
This Agreement shall be construed in accordance with the laws of the
state of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth below.
BROKER/DEALER:
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Name of Broker/Dealer Name of Life Agent or Agency (if other than Broker/Dealer)
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Address Address
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Signature: __________________________ Signature: ______________________________
Print Name: _________________________ Print Name: ________________________________
Title: ______________________________ Title: _____________________________________
Date: _______________________________ Date: ______________________________________
XXXXXXX NATIONAL LIFE XXXXXXX NATIONAL
INSURANCE COMPANY OF NEW YORK LIFE DISTRIBUTORS, INC.
0000 XXXXXXXXXXX XXX., XXXXX 000 0000 X. XXXXX XXX. 00XX XXXXX
XXXXXXXX, XX 00000 XXXXXX, XX 00000
Signature: __________________________ Signature: ______________________________
Print Name: _________________________ Print Name: ________________________________
Title: ______________________________ Title: _____________________________________
Date: _______________________________ Date: ______________________________________
SCHEDULE A
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GENERAL LETTER OF RECOMMENDATION
Broker/Dealer hereby certifies to Distributor and Insurer that all the following
requirements shall be fulfilled by Broker/Dealer in conjunction with the
submission of licensing/appointment papers for all applicants as insurance
agents of Insurer. Broker/Dealer, upon request, will forward proof of compliance
with the same to Distributor and Insurer in a timely manner.
1. We have made a thorough 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, 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 Insurer to hold himself out in good faith to the general
public.
2. We have on file a U-4 form which was completed by each applicant intending
to sell the Variable Contracts. 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 indicated 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
jurisdiction each applicant is requesting a license/appointment in and that
all such persons have fulfilled the appropriate examination, education and
training requirements, and that all such persons are appropriately
affiliated with the Broker/Dealer as agents in the specific jurisdiction
each applicant is requesting appointment/licensure.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the jurisdiction in which he is applying for a
license, we certify that those items forwarded to Distributor and Insurer
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 an appointment
with Insurer in order to place insurance chiefly or solely on his life or
property, lives or property of his relatives, 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 a Registered
Representative until duly licensed and appointed therefore. No applicants
have been given a contract or furnished supplies, nor have any applicants
been permitted to write, solicit business, or act as a Registered
Representative in any capacity, and they will not be so permitted until the
certificate of authority or license applied for, or appointment
confirmation (where required) is received.
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Principal Date
SCHEDULE B
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COMMISSION SCHEDULES
ALL PRODUCTS
Redacted
N2565 Rev. 09/03 [GRAPHIC OMITTED][GRAPHIC OMITTED]
