Exhibit 3(iv)
Broker/Dealer
NEW ENGLAND SECURITIES CORPORATION
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VARIABLE PRODUCT SALES AGREEMENT
--------------------------------
New England Life Insurance Company ("NELICO"), New England Securities
Corporation ("NES") and ("Broker/Dealer") hereby
-----------------------------
agree as follows:
1. NES is principal underwriter for variable life insurance policies and/or
variable annuity contracts issued by NELICO that are subject to registration
under the Securities Act of 1933.
2. Broker/Dealer desires to enter into a distribution agreement with NES and to
have its registered representatives appointed as agents of NELICO for the
purpose of selling the contract(s) (hereafter "Contracts") for which a
Compensation Schedule has been attached to this Agreement.
3. Broker/Dealer certifies that it is a registered broker/dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). Broker/Dealer
agrees to abide by all rules and regulations of the NASD 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.
4. Broker/Dealer will select persons associated with it who are to be appointed
as agents of NELICO to solicit applications for the Contracts in conformance
with applicable state and federal laws. No agent will be permitted to solicit
for sales of the Contracts in any state where NELICO is not authorized to
sell such contracts.
5. All solicitations for the Contracts will be made only by individuals who are
duly authorized agents of NELICO and registered representatives of
Broker/Dealer who possess the required licenses and appointments, and Broker/
Dealer will pay compensation only to such agents. Continued solicitation for
the Contracts shall be contingent upon the continued qualification of such
agents by possession of the required licenses and appointments.
6. Broker/Dealer shall have the responsibility to train and supervise all
agents appointed under this Agreement and shall indemnify and hold harmless
the separate accounts, the eligible mutual funds and their directors and
trustees, NES, and NELICO from any loss, claim, damage or expenses on
account of any negligence, misconduct, breach of this Contract or wrongful
act by Broker/Dealer, its employees, representatives, and agents in
connection with the solicitation of Contracts. Broker/Dealer further agrees
that, during the term of this Agreement, it will not knowingly recruit for
employment or enter into an employment arrangement with any insurance agent
of NELICO or registered representative of NES.
7. Broker/Dealer shall review all applications for the Contracts (including
reviewing them for suitability), accept them on Broker/Dealer's behalf, and
promptly forward them to NELICO (at the address shown on the then current
prospectus for the Contracts) together with any purchase payments received
with such applications. NELICO has the right to reject any application for a
Contract and return any purchase payment made in connection therewith.
8. Broker/Dealer will offer and sell the Contracts only in accordance with the
terms and conditions of the then current prospectuses applicable to the
Contracts and the eligible mutual funds and will make no representations not
included in the prospectuses or in any authorized supplemental material
approved by NES and NELICO. Broker/Dealer shall not use or permit to be used
supplemental material or advertising media with regard to the Contracts
other than with the prior written approval of NES and NELICO. Broker/Dealer
certifies that it is a member of the Securities Investor Protection
Corporation ("SIPC"); or, if the Broker/Dealer is not a member of SIPC, that
Broker/Dealer's non-SIPC member status will be disclosed in writing to each
person to whom Broker/Dealer sells a Contract at or before the time of such
sale, and at least annually thereafter.
9. Broker/Dealer is performing the acts covered by this Agreement in the
capacity of independent contractor and not as an agent or employee of either
NES or NELICO. Neither NES nor NELICO shall be liable for any obligation,
act or omission of Broker/Dealer.
10. Broker/Dealer shall be paid by NELICO (on behalf of NES) compensation for
the sale of Contracts as set forth in the attached Compensation Schedule(s).
NELICO has the right to charge back any such compensation under the
conditions stated in such Schedule(s). Any Compensation Schedule can be
changed by NES and NELICO as of a specific date, provided such date is at
least 10 days after the date the change is mailed to Broker/Dealer's last
known address. Any such change will apply only to business submitted after
the effective date of the change.
11. NELICO may offset against any claim for compensation herein any debts now
due or which may become due NELICO from Broker/Dealer or from a General
Agent affiliated with Broker/Dealer, and such debts shall be a first lien
against any compensation due Broker/Dealer hereunder. Broker/Dealer may not
offset against any such debts any compensation accrued or to accrue
hereunder but not yet payable to Broker/Dealer.
12. This Agreement shall take effect as of the date it is signed by NELICO,
which date is shown below. It shall continue in force from year to year
unless it is terminated. This
Agreement may be terminated for any reason by any party; such termination
will become effective 60 days after the mailing of a notice of termination
to the other party's last known address.
This Agreement may be terminated by NES or NELICO for cause (i.e. Broker/
Dealer's violation of the terms of this Agreement); such termination will
become effective upon the mailing of notice of termination to the Broker/
Dealer's last known address. Failure of NES or NELICO to terminate this
Agreement upon knowledge of a cause shall not constitute a waiver of the
right to terminate at a later time for such cause. This Agreement shall
immediately terminate automatically if Broker/Dealer shall cease to be a
member of the NASD or to possess the requisite licenses and appointments,
and Broker/Dealer agrees to immediately notify NES and NELICO of such an
occurrence. No provisions of this Agreement other than numbers 6, 9, 10, 11
and 13 shall continue in force after any termination and the provisions of
number 10 shall be subject to any limitations contained in the Compensation
Schedule(s).
13. This Agreement may not be assigned by Broker/Dealer except with the written
consent of NES and NELICO. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
NEW ENGLAND SECURITIES CORP. ______________________________________
(NAME OF BROKER/DEALER)
BY:_______________________________ BY:__________________________________
(SIGNATURE OF AUTHORIZED PERSON)
TITLE:____________________________ TITLE:_______________________________
DATE:_____________________________ DATE:________________________________
NEW ENGLAND LIFE INSURANCE COMPANY
BY:_______________________________
TITLE:____________________________
DATE:_____________________________
Bank
NEW ENGLAND SECURITIES CORPORATION
----------------------------------
VARIABLE PRODUCT SALES AGREEMENT
--------------------------------
New England Life Insurance Company ("NELICO"), New England Securities
Corporation ("NES") and ("Broker/Dealer") hereby
----------------------------
agree as follows:
1. NES is principal underwriter for variable life insurance policies and/or
variable annuity contracts issued by NELICO that are subject to registration
under the Securities Act of 1933.
2. Broker/Dealer desires to enter into a distribution agreement with NES and to
have its registered representatives appointed as agents of NELICO for the
purpose of selling the contract(s) (hereafter "Contracts") for which a
Compensation Schedule has been attached to this Agreement.
3. Broker/Dealer certifies that it is a registered broker/dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). Broker/Dealer
agrees to abide by all rules and regulations of the NASD 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.
Specifically, and without limitation, Broker/Dealer agrees that the
solicitation, offer and sale of the Contracts by Broker/Dealer shall be
undertaken in accordance with the Interagency Statement on Retail Sales of
Nondeposit Investment Products ("Interagency Statement") and any
amplifications thereon.
4. Broker/Dealer will select persons associated with it who are to be appointed
as agents of NELICO to solicit applications for the Contracts in conformance
with applicable state and federal laws. No agent will be permitted to solicit
for sales of the Contracts in any state where NELICO is not authorized to
sell such contracts.
5. All solicitations for the Contracts will be made only by individuals who are
duly authorized agents of NELICO and registered representatives of
Broker/Dealer who possess the required licenses and appointments, and Broker/
Dealer will pay compensation only to such agents. Continued solicitation for
the Contracts shall be contingent upon the continued qualification of such
agents by possession of the required licenses and appointments.
6. Broker/Dealer shall have the responsibility to train and supervise all
agents appointed under this Agreement and shall indemnify and hold harmless
the separate accounts, the eligible mutual funds and their directors and
trustees, NES, and NELICO from any loss, claim, damage or expenses on
account of any negligence, misconduct, breach of this Contract or wrongful
act by Broker/Dealer, its employees, representatives, and agents in
connection with the solicitation of Contracts. Broker/Dealer further agrees
that, during the term of this Agreement, it will not knowingly recruit for
employment or enter into an employment arrangement with any insurance agent
of NELICO or registered representative of NES.
7. Broker/Dealer shall review all applications for the Contracts (including
reviewing them for suitability), accept them on Broker/Dealer's behalf, and
promptly forward them to NELICO (at the address shown on the then current
prospectus for the Contracts) together with any purchase payments received
with such applications. NELICO has the right to reject any application for a
Contract and return any purchase payment made in connection therewith.
8. Broker/Dealer will offer and sell the Contracts only in accordance with the
terms and conditions of the then current prospectuses applicable to the
Contracts and the eligible mutual funds and will make no representations not
included in the prospectuses or in any authorized supplemental material
approved by NES and NELICO. Broker/Dealer shall not use or permit to be used
supplemental material or advertising media with regard to the Contracts
other than with the prior written approval of NES and NELICO. Broker/Dealer
certifies that it is a member of the Securities Investor Protection
Corporation ("SIPC"); or, if the Broker/Dealer is not a member of SIPC, that
Broker/Dealer's non-SIPC member status will be disclosed in writing to each
person to whom Broker/Dealer sells a Contract at or before the time of such
sale, and at least annually thereafter.
9. Broker/Dealer is performing the acts covered by this Agreement in the
capacity of independent contractor and not as an agent or employee of either
NES or NELICO. Neither NES nor NELICO shall be liable for any obligation,
act or omission of Broker/Dealer.
10. Broker/Dealer shall be paid by NELICO (on behalf of NES) compensation for
the sale of Contracts as set forth in the attached Compensation Schedule(s).
NELICO has the right to charge back any such compensation under the
conditions stated in such Schedule(s). Any Compensation Schedule can be
changed by NES and NELICO as of a specific date, provided such date is at
least 10 days after the date the change is mailed to Broker/Dealer's last
known address. Any such change will apply only to business submitted after
the effective date of the change.
11. NELICO may offset against any claim for compensation herein any debts now
due or which may become due NELICO from Broker/Dealer or from a General
Agent affiliated with Broker/Dealer, and such debts shall be a first lien
against any compensation due Broker/Dealer hereunder. Broker/Dealer may not
offset against any such debts any compensation accrued or to accrue
hereunder but not yet payable to Broker/Dealer.
12. This Agreement shall take effect as of the date it is signed by NELICO,
which date is shown below. It shall continue in force from year to year
unless it is terminated. This Agreement may be terminated for any reason by
any party; such termination will become effective 60 days after the mailing
of a notice of termination to the other party's last known address. This
Agreement may be terminated by NES or NELICO for cause (i.e.,
Broker/Dealer's violation of the terms of this Agreement); such termination
will become effective upon the mailing of notice of termination to the
Broker/Dealer's last known address. Failure of NES or NELICO to terminate
this Agreement upon knowledge of a cause shall not constitute a waiver of
the right to terminate at a later time for such cause. This Agreement shall
immediately terminate automatically if Broker/ Dealer shall cease to be a
member of the NASD or to possess the requisite licenses and appointments,
and Broker/Dealer agrees to immediately notify NES and NELICO of such an
occurrence. No provisions of this Agreement other than numbers 6, 9, 10, 11
and 13 shall continue in force after any termination and the provisions of
number 10 shall be subject to any limitations contained in the Compensation
Schedule(s).
13. This Agreement may not be assigned by Broker/Dealer except with the written
consent of NES and NELICO. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
NEW ENGLAND SECURITIES CORP. ______________________________________
(NAME OF BROKER/DEALER)
BY:_______________________________ BY:__________________________________
(SIGNATURE OF AUTHORIZED PERSON)
TITLE:____________________________ TITLE:_______________________________
DATE:_____________________________ DATE:________________________________
NEW ENGLAND LIFE INSURANCE COMPANY
BY:_______________________________
TITLE:____________________________
DATE:_____________________________
