EXHIBIT 1.A.(3)(b)
VARIABLE CONTRACTS
SELLING AGREEMENT
May 1, 1997
Xxxx Xxxxxxx Distributors, Inc. ("JH Distributors"), as the distributor
and principal underwriter, and [Company], [Address1], [Address2], [City],
[State] [PostalCode](hereinafter called "[CNAME]") enter into this agreement
effective with its execution by [CNAME] for the purpose of authorizing [CNAME]
to solicit applications for variable life insurance and variable annuity
contracts ("Contracts") distributed by JH Distributors on behalf of Xxxx Xxxxxxx
Mutual Life Insurance Company ("JHMLICO") and Xxxx Xxxxxxx Variable Life
Insurance Company ("JHVLICO"), a subsidiary of JHMLICO. The parties represent as
follows:
1.) Each of JHMLICO and JHVLICO is engaged in the issuance of variable
life insurance contracts and variable annuity contracts, both in
accordance with Federal securities laws and the applicable laws of those
states in which the Contracts have been qualified for sale. The
Contracts are considered securities under the Securities Act of 1933;
therefore, distribution of the Contracts is made through JH Distributors
as a registered broker/dealer under the Securities Exchange Act of 1934
and as a member of the National Association of Securities Dealers, Inc.
("NASD").
2.) [CNAME] certifies that it is a registered broker/dealer under the
Securities Exchange Act of 1934 and a member of the NASD. [CNAME] agrees
to abide by all rules and regulations of the NASD, including its Conduct
Rules, and to comply with all applicable state and Federal laws and the
rules and regulations of authorized regulatory agencies affecting the
sale of the Contracts.
3.) [CNAME] will select persons to be registered and supervised by it
who will be trained and qualified to solicit applications for the
Contracts in conformance with applicable state and Federal laws and
regulations. Persons so trained and qualified will be Registered
Representatives of [CNAME] in accordance with the rules of the NASD and
they will be properly licensed to represent JHMLICO or JHVLICO or both
in accordance with the state insurance laws of those jurisdictions in
which the Contracts may lawfully be distributed and in which they
solicit applications for such Contracts.
4.) [CNAME] will take reasonable steps to ensure that its Registered
Representatives shall not make recommendations to applicants to purchase
Contracts in the absence of reasonable grounds to believe the purchase
of each Contract is suitable for the applicant. The procedure will
include review of all proposals and applications for Contracts for
suitability and completeness and correctness as to form as well as
review and endorsement on an internal record of [CNAME] of the
transactions. [CNAME] will promptly forward
to JH Distributors all applications found suitable, together with any
payments received with the applications, without deduction or reduction.
JH Distributors reserves the right to reject any Contract application
and return any payment made in connection with an application which is
rejected. Contracts issued on applications accepted by JHMLICO or
JHVLICO will be forwarded to the Registered Representative of [CNAME]
for delivery to the Contract owner.
5.) [CNAME] will perform the selling functions required by this
agreement only in accordance with the terms and conditions of the then
current prospectus applicable to the Contracts and will make no
representations not included in the prospectus or in any authorized
supplemental material. Any material prepared or used by [CNAME] or its
Registered Representatives, which describes or must describe the
Contracts, or uses the name of JHMLICO or JHVLICO or the logos or
Service Marks of either, must be approved by JH Distributors, in
writing, prior to any such use.
6.) JH Distributors will provide [CNAME] with prospectuses, and any
supplements or amendments thereto, describing the Contracts subject to
this Agreement. JH Distributors is responsible for maintaining in effect
in accordance with the requirements of the Securities and Exchange
Commission each Registration Statement of which the prospectus is part.
JH Distributors will immediately notify [CNAME] of the issuance of any
stop order or any Federal or state regulatory proceeding which would
prevent the sale of Contracts in any state or jurisdiction.
7.) Compensation payable on sales of the Contracts solicited by
[CNAME] will be paid to [CNAME] by JH Distributors in accordance with
the compensation schedules defined under the Xxxx Xxxxxxx Mutual Life
Insurance Company General Agent's Independent Producer's Commission
Agreement related thereto, as in effect at the time the contract
premiums or considerations are received by JHMLICO or JHVLICO.
Compensation to the Registered Representative for Contracts solicited by
the Registered Representative will be governed by an agreement between
[CNAME] and its Registered Representative.
8.) In the event of any surrender of a Contract within the 10 day
"free look" period or, in the case of a variable life insurance policy,
within 10 days after the mailing of the Notice of Withdrawal Right, any
compensation payable to [CNAME] or its Registered Representatives will
not be payable or will be refunded by [CNAME] if priorly paid, in
accordance with the terms of the Independent Producer's Commission
Agreement.
9.) This agreement may not be assigned except by mutual consent and
will continue for an indefinite term, subject to the termination by
either party by ten days advance written notice to the other party,
except that in the event JH Distributors or [CNAME] ceases to be a
registered broker/dealer or a member of the NASD, this agreement will
immediately terminate. Upon its termination, all authorizations, rights
and obligations shall cease, except the agreement in Section 11, the
indemnifications in Section 12 and the payment of any accrued but unpaid
compensation to [CNAME].
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10.) For the purpose of compliance with any applicable Federal or state
securities laws or regulations, [CNAME] acknowledges and agrees that, in
performing the services covered by this agreement, it is acting in the
capacity of an independent "broker" or "dealer" as defined by the By-
Laws of the NASD and not as an agent or employee of JH Distributors,
JHMLICO or JHVLICO or any registered investment company. In furtherance
of its responsibilities as a broker or dealer, [CNAME] acknowledges that
it is responsible for statutory and regulatory compliance in securities
transactions involving any business produced by its Registered
Representatives concerning the Contracts.
For the purpose of compliance with any applicable state insurance laws
or regulations, [CNAME] acknowledges and agrees that only while
performing the insurance-selling functions reflected by this agreement
are [CNAME]'s Registered Representatives acting as the licensed
insurance agents of JHMLICO or JHVLICO or both and in that capacity are
authorized only to solicit applications for the Contracts which will not
become effective until acceptance by JHMLICO or JHVLICO.
11.) [CNAME] and JH Distributors jointly agree to cooperate fully in
any insurance or securities regulatory investigation or proceeding or
judicial proceeding arising in connection with any Contract. Without
limiting the foregoing:
(a) [CNAME] will be notified promptly of any customer complaint
or notice of any regulatory authority investigation or proceeding
or judicial proceeding received by JH Distributors with respect to
any Contract.
(b) [CNAME] will promptly notify JH Distributors of any customer
complaint or notice of any regulatory authority investigation or
proceeding or judicial proceeding received by [CNAME] with respect
to any Contract.
12.) (a) JH Distributors agrees to indemnify and hold harmless [CNAME]
and each person who controls or is associated with [CNAME] against any
losses, claims, damages or liabilities, joint or several, to which
[CNAME] or such controlling or associated person may become subject
under the Securities Act of 1933 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 required to be stated therein or necessary to make the
statements therein not misleading contained (i) in any Registration
Statement, any prospectus or any document executed by JH Distributors,
JHMLICO or JHVLICO specifically for the purpose of qualifying a Contract
for sale under the laws of any jurisdiction or (ii) in any written
information or sales material authorized for and supplied or furnished
to [CNAME] and its agents or representatives by JH Distributors, its
employees or agents, in connection with the sale of the Contract, and JH
Distributors will reimburse [CNAME] and each such controlling person for
legal or other expenses reasonably incurred by [CNAME] or such
controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action.
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(b) [CNAME] agrees to indemnify and hold harmless JH Distributors,
JHMLICO and JHVLICO and each of their directors and officers against any
losses, claims, damages or liabilities to which JH Distributors, JHMLICO
and JHVLICO and any such director or officer may become subject under
the Securities Act of 1933 and state insurance laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon:
(i) any unauthorized use of sales materials or any verbal or
written misrepresentations or any unlawful sale practices
concerning a Contract by [CNAME] or
(ii) claims by agents or representatives or employees of [CNAME]
for commissions or other compensation or remuneration of any type
or
(iii) failure by agents, representatives or employees of [CNAME]
to comply with all applicable state insurance laws and regulations
including but not limited to state licensing requirements, rebate
statutes and replacement regulations, and the provisions of this
Agreement; and [CNAME] will reimburse JH Distributors, JHMLICO and
JHVLICO and any director or officer thereof for any legal or other
expenses reasonably incurred by JH Distributors, JHMLICO and
JHVLICO or such director or officer in connection with
investigating or defending any such loss, claim, damage, liability
or action.
(c) After receipt by a party entitled to indemnification of notice of
the commencement of any action, if a claim in respect thereof is to be
made against any person obligated to provide indemnification, such
indemnified party will notify the indemnifying party in writing of the
commencement thereof as soon as practicable thereafter, and the omission
so to notify the indemnifying party will not relieve it from any
liability, except to the extent that the omission results in a failure
of actual notice to the indemnifying party and such indemnifying party
is damaged solely as a result of the failure to give such notice.
13.) All notices to JH Distributors should be mailed to:
Xxxxx X. Xxxxxx, Vice President and Counsel
Xxxx Xxxxxxx Distributors, Inc.
000 Xxxxxxxxx Xxxxxx, X-0
Xxxxxx, XX 00000
All notices to [CNAME] will be duly given if mailed to the address
shown below.
[Company]
[Address1]
[Address2]
[City], [State] [PostalCode]
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14.) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
15.) This Agreement shall be effective as of May 1, 1997.
In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract
and agree.
Xxxx Xxxxxxx Distributors, Inc. [Company]
By: By:
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Signature Signature
Xxxxx X. Xxxxxx
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Print Name Print Name
Title: Vice President Title:
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Counsel and Corporate Secretary
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