MARKETING AND DISTRIBUTION AGEEMENT BETWEEN
INVESTORS PARTNER LIFE INSURANCE COMPANY AND
XXXX XXXXXXX FUNDS, INC.
AGREEMENT made this _____ day of ________________, 1999 by and among
Xxxx Xxxxxxx Funds, Inc., a Delaware corporation ("JHFI"), Investors Partner
Life Insurance Company, a Delaware corporation, Investors Partner Life Insurance
Company of New York, Inc., a New York corporation (which together with Investors
Partner Life Insurance Company shall be hereinafter referred to as "IPL"), and
IPL on behalf of its existing and future separate accounts registered under the
Investment Company Act of 1940 ("1940 Act"), including Separate Account IPL-1 of
Investors Partner Life Insurance Company (hereinafter collectively referred to
as the "Separate Account"). This Agreement establishes the relationship among
the parties for the marketing and distribution of variable life insurance
contracts ("Contracts") to be issued by IPL.
WHEREAS IPL is or will be engaged in the issuance of variable life
insurance contracts in accordance with both Federal and state securities laws
and with the insurance laws of the states in which the contracts have been
qualified for sale; and
WHEREAS JHFI is registered as a broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 ("1934 Act") and
is a member in good standing of the National Association of Securities Dealers,
Inc.; and
WHEREAS IPL desires to have JHFI act as principal underwriter and
distributor of certain variable life insurance contracts issued or to be issued
by IPL, as specified on Appendix A hereto, and to assume responsibility for all
of the securities activities of each "associated person" (as that term is
defined in Section 3(a)(18) of the 0000 Xxx) of JHFI and engaged directly or
indirectly in the sale of the contracts; and
WHEREAS IPL desires to retain JHFI as principal distributor for
distribution and marketing of the Contracts and JHFI desires to provide such
services;
NOW, THEREFORE, the parties agree as follows:
1 Authorization
(a) IPL, as issuer of the Contracts under the state insurance laws, hereby
authorizes JHFI, as the principal underwriter for the purposes of
Federal and state securities laws, to distribute the Contracts through
independent broker/dealers (hereinafter referred to as "broker/dealer"
or "broker/dealers") who are affiliated with, or are themselves,
independent life insurance agencies and who will distribute and sell
the Contracts. JHFI agrees to abide by all rules and regulations of the
NASD, including its Rules of Conduct, 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.
(b) IPL shall select the broker/dealers through which the Contracts will be
distributed (the "Selling Broker/Dealers"). Under the terms of the
Soliciting Dealer Agreement which the Selling Broker/Dealer will sign,
the Selling Broker/Dealer shall offer the Contracts only to persons for
whom such Contracts are suitable. All applications are subject to the
acceptance or rejection by IPL.
(c) IPL, in its sole discretion, may at any time and upon written notice,
withhold or withdraw the authority of JHFI and/or any broker/dealer to
solicit applications for the Contracts. Upon such notice, JHFI agrees
to immediately cease all such solicitations and to notify the
broker/dealer(s) of the withdrawal(s) of such authority. It is
understood that IPL retains the right to reject or terminate the
authorization of any broker/dealer.
Page 1 of 16
2 Independence of Corporate Identities
This agreement and the relationship established hereby do not
constitute an agency, partnership, association or other merging of
corporate identities between IPL and JHFI. JHFI is an independent
contractor and shall maintain SIPC coverage during at all times during
which this Agreement, or any provision thereof, is in effect.
3 Duties of JHFI
(a) Distribution of the Contracts
(a)(1) JHFI shall use its best efforts to introduce and distribute IPL
Contracts through national broker/dealers, regional broker/dealers,
financial institution (bank) broker/dealers, and other broker/dealer
firms.
(a)(2) JHFI shall execute a Soliciting Dealer Agreement with the
broker/dealers so selected, and IPL also shall be a party to the
Agreement, the form of which is attached hereto as Appendix B. The
Soliciting Dealer Agreement shall expressly state that said
broker/dealer will assume full responsibility for compliance with the
NASD Rules of Conduct, applicable Federal and state securities laws and
regulations, and state insurance laws and regulations in connection
with its offer, sale, and servicing of the Contracts.
(a)(3) JHFI is responsible for instructing each broker/dealer to offer the
Contracts for sale in accordance with the prospectus describing the
Contract.
(b) Services
JHFI shall notify broker/dealers of the issuance of any stop order or
any Federal or state judicial or regulatory proceeding which would
prevent the sale of Contracts in any state or jurisdiction.
4 Duties of IPL
(a) Each soliciting broker/dealer will certify that its Registered
Representatives (hereinafter "Representatives") are (or at all times
when legally required will be) licensed by the NASD and that all such
Representatives are (or at all times when legally required will be)
licensed as insurance agents. IPL will appoint the representatives as
its agents in the appropriate jurisdiction(s). Each broker/dealer shall
be appointed by IPL as an insurance agent only for the purpose
contemplated by this Agreement. IPL shall assume the initial expense
where appropriate of appointment of the representative as life
insurance agents of IPL.
(b) IPL, on behalf of the broker/dealer through whom a Contract is sold,
will confirm in accordance with Rule 10b-10 under the 1934 Act the
initial allocation of a premium payment under the Contract and such
other transactions as are required by Rule 10b-10 or applicable
administrative interpretations thereof.
(c) IPL, at its expense, shall be responsible for obtaining the approval of
the forms of the applications and Contracts which are the subject of
this Agreement from the applicable regulatory authorities.
(d) IPL shall, at its expense, provide broker/dealers with all necessary
Contract related forms, except those prepared and provided by JHFI
(including, but not limited to, applications, Contracts, prospectuses,
and administrative forms). IPL shall determine the supply needed.
(e) IPL shall, at its expense, provide the following services to
broker/dealers who have entered into Soliciting Dealer Agreements with
JHFI and IPL:
Page 2 of 16
(1) Assistance to the broker/dealers in arranging for the
insurance appointment of the broker/dealer's licensed sales
force;
(2) An 800 number customer service unit to render pre- and post-
sales and servicing assistance to the broker/dealer and its
staff with respect to Contracts;
(3) All prospectuses, any current supplements thereto, and product
brochures as well as the relevant administrative forms for the
processing of applications; and
(4) Assistance and advice to the broker/dealers regarding the
preparation of any other sales and marketing material,
provided however, that the cost of any other such marketing
material, including direct mail literature, special signage,
or approved changes in the material supply, will be the
broker/dealer's responsibility.
(f) IPL reserves the right to withdraw, change or modify any of the
Contracts and/or applications covered by this Agreement and to withdraw
wholly or in part from the marketing of Contracts in any state without
incurring any liability or obligation to JHFI.
5 Accounting
IPL shall be responsible for the collection of premiums by
representatives of the Selling Broker/Dealers. JHFI shall instruct the
representatives to remit all premiums to IPL or its designee
immediately upon receipt, together with all applications and related
information. All premiums shall be in the form of checks, money orders,
or electronic funds transfers payable to IPL and shall be accompanied
by listings identifying the applications to which they relate.
6 Compensation
JHFI and IPL shall enter into selling agreements or Soliciting Dealer
Agreements with qualified broker/dealers which require IPL to pay (on
behalf of JHFI) commissions or other compensation to such
broker/dealers. IPL agrees that the payment of any such commissions or
other compensation shall be the sole responsibility of IPL.
7 Indemnification
(a) JHFI agrees to indemnify and hold IPL harmless from and against any
loss, cost, expense, liability, claim or damage incurred by IPL
(including, but not limited to, fines, penalties, and reasonable
attorneys' fees) arising as a result of any action or inaction of JHFI
or its officers or employees, or any broker/dealer in connection with
the marketing, sale, and distribution of the Contracts as contemplated
by this Agreement and the related Selling Agreements.
(b) IPL agrees to indemnify and hold JHFI harmless from and against any
loss, cost, expense, liability, claim, or damage incurred by JHFI
(Including but not limited to fines, penalties, and reasonably
attorneys' fees) arising as a result of the form of the Contracts,
applications, prospectuses, and Statements of Additional Information
(but not including the prospectus or the Statement of Additional
Information for the VST) or marketing materials created by IPL and
related to such materials.
8 Cooperation
(a) IPL and JHFI agree to cooperate with respect to the investigation and
settlement of all claims which may be made against IPL, JHFI, or any
broker/dealer involving the solicitation of applications for, sale or
the servicing of the Contracts. JHFI shall promptly forward to IPL any
notices of claim or relevant information concerning a potential claim
which may come into its possession, and shall promptly forward to IPL
any legal papers served involving such claim.
Page 3 of 16
(b) JHFI shall immediately notify IPL, and IPL shall immediately notify
JHFI, of the issuance by any regulatory body of any order with respect
to its operation or business, or the initiation of any proceeding for
any purpose relating to the sale of the Contracts, and of any other
actions or circumstances that may prevent the lawful offer or sale of
any f the Contracts in any state or jurisdiction. In addition, JHFI
shall promptly advise IPL if JHFI is or becomes subject to any
proceedings or is sanctioned or suspended (i) by the Securities and
Exchange Commission or NASD, (ii) by any court, or (iii) by any
regulatory authority.
(c) IPL and JHFI agree to keep all records required by Federal and state
laws and regulations, to maintain books, accounts and records so as to
clearly and accurately disclose the precise nature and details of the
transactions, and to assist one another in the timely preparation of
records. To the extent that such records maintained by IPL or JHFI (the
"Maintaining Party") are necessary to satisfy the recordkeeping
requirements imposed by Federal securities laws and regulations on any
other party to this Agreement (the "Responsible Party"), the
Responsible Party hereby appoints the Maintaining Party as its agent
for the purpose of keeping and maintaining such records. As required by
Rule 31a-3 under the 1940 Act and Rule 17a-4(i) under the 1934 Act,
such records will be the exclusive property of the Responsible Party,
but that shall not preclude the Maintaining Party from having access to
such data or records or keeping copies thereof for its own files; and,
as the Responsible Party may request, the Maintaining Party shall, as
soon as practicable, deliver to the Responsible Party or provide the
Responsible Party with reasonable access to, data or records held by it
for the Responsible Party pursuant to this Agreement in a form mutually
agreed to by such. Parties in order to comply with 1934 Act Rule
17a-4(i), with respect to books and records maintained or preserved
subject thereto, the Maintaining Party hereby undertakes to permit
examination of such books and records at any time or from time to time
during business hours by representatives or designees of the Securities
and Exchange Commission ("SEC"), and to promptly furnish to the SEC or
its designee true, correct, complete and current hard copy of any or
all of any part of such books and records.
9 Assignment and Delegation
No assignment of this Agreement or any commissions hereunder or any
interest herein shall be valid unless authorized in advance in writing
by an authorized officer of IPL. IPL may allocate or delegate any of
its duties or obligations under this Agreement to any of its affiliates
or designees.
10 Termination
(a) Either party may terminate this Agreement with or without cause, by
giving sixty (60) days written notice to the other party.
(b) This Agreement shall terminate automatically in the event the other
party:
(1) Ceases doing business and elects to be dissolved;
(2) Becomes insolvent or admits in writing its inability to pay
its debts as they come due;
(3) Files a voluntary petition in bankruptcy or for reorganization
or is adjudicated as a bankrupt or insolvent;
(4) Has a liquidator, or trustee, or receiver appointed over its
affairs or a substantial portion of its assets, and such
appointment shall not have been terminated and discharged
within thirty (30) days; or
(5) Has its license suspended or revoked by a state insurance
commissioner, or by a Federal or state securities agency; or
has its membership in any self-regulatory organization
suspended or revoked.
Page 4 of 16
(c) This Agreement shall automatically terminate when required by any
governmental authority or court of law. If any law, regulation, or
order or ruling of any governmental authority or court of law prohibits
or makes illegal compliance by either party with any obligation
hereunder, then this Agreement may be terminated by either party
immediately upon written notice to the other party.
(d) This Agreement shall automatically terminate in the event the General
Responsibility Agreement between Xxxx Xxxxxxx Mutual Life Insurance
Company and Xxxx Xxxxxxx Funds, Inc. is terminated.
(e) Notwithstanding the foregoing, all conditions, duties, and obligations
of this Agreement will remain in effect with respect to additional
premium payments made under Contracts issued prior to the termination
of this Agreement, including the payment of additional premiums under
those Contracts.
11. Notice
Any notice required by the terms of this Agreement or any attachment hereto
shall be valid if in writing and hand delivered or sent by United States mail
postage prepaid or overnight delivery service to the other parties at the
following addresses:
IPL: JHFI:
Investors Partner Life Insurance Company or Xxxx Xxxxxxx Funds, Inc.
Investors Partner Life Insurance Company of 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Inc. Xxxxxx, XX 00000
Xxxx Xxxxxxx Place Attention:
X.X. Xxx 000
Xxxxxx, XX 00000
Attention:
12. Waiver
The failure of any party to insist, in any one or more instances, on performance
of any of the terms and conditions of this Agreement shall not be construed as a
waiver or relinquishment of any rights granted hereunder or of the future
performance of any term, covenant, or condition, but the obligations of the
parties with respect thereto shall continue in effect.
13. Entire Contract
(a) This Agreement constitutes the entire agreement between the parties.
The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not constitute a part thereof or effect in
any way the meaning or interpretation of this Agreement.
(b) No amendments of or other changes to this Agreement shall be valid
unless signed by an authorized officer of each of the parties hereto.
14. Choice of Law
The laws of the Commonwealth of Massachusetts shall govern all matters
concerning validity, performance and interpretation of this Agreement.
Page 5 of 16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first written above.
Investors Partner Life Insurance Company
Investors Partner Life Insurance Company of
New York, Inc.
-------------------------------------------
By: (as to both)
Title:_____________________________________
Xxxx Xxxxxxx Funds, Inc.
-------------------------------------------
By:
Title:_____________________________________
Page 6 of 16
APPENDIX A
TO MARKETING AND DISTRIBUTION AGREEMENT
JHFI agrees that it shall act as principal distributor of the following variable
life insurance policies issued by IPL:
o Investors Partner Variable Life, a Flexible Premium Variable Life
Insurance Policy
The parties agree that this Appendix may be amended from time to time to include
other variable life insurance policies that may be issued by IPL.
Page 7 of 00
XXXXXXXX X
TO MARKETING AND DISTRIBUTION AGREEMENT
FORM OF SOLICITING DEALER AGREEMENT
Page 8 of 16
XXXX XXXXXXX FUNDS, INC.
000 XXXXXXXXXX XXXXXX
XXXXXX, XX 00000-0000
SOLICITING DEALER AGREEMENT
Date:_______________
AGREEMENT by and among INVESTORS PARTNER LIFE INSURANCE COMPANY, a Delaware
corporation, INVESTORS PARTNER LIFE INSURANCE COMPANY OF NEW YORK, INC. (a New
York corporation, which together with Investors Partner Life Insurance Company
collectively will be referred to hereinafter as "IPL"), XXXX XXXXXXX FUNDS, INC.
(hereinafter JHFI or "Distributor"), a Delaware corporation, and SELLING FIRM of
_______________________________________, (hereinafter "Broker/Dealer").
1. General authorization
1.a. IPL has entered into a Marketing and Distribution Agreement
with JHFI authorizing JHFI to distribute the life insurance
contracts issued by IPL ("Contracts", which term when used
herein includes both individual life insurance contracts and
certificates issued under group contracts) through selected
dealers who have current Soliciting Dealer Agreements executed
between Distributor and such Soliciting Broker Dealer.
Compensation will be paid to the Soliciting Dealer by IPL on
behalf of Distributor (see "Compensation" below).
1.b. Subject to the terms and conditions contained in this
Agreement, IPL, as issuer of the Contracts, and JHFI, as the
principal distributor of the Contracts, appoint Broker/Dealer
(including its Associated Insurance Agency) as a non-exclusive
Broker/Dealer for soliciting applications for the Contracts,
and Broker/Dealer accepts such appointment. Associated
Insurance Agency shall be defined to mean a licensed agency
which has a contractual and organizational relationship with
the Broker/Dealer as a parent, subsidiary, or an entity under
common control with Broker/Dealer, and which is authorized
under applicable state law to receive insurance commissions.
1.c. For the purpose of compliance with any applicable Federal or
state securities laws or regulations, Broker/Dealer
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 neither it nor any associated agency is an agent
or employee of IPL. In furtherance of its responsibilities as
a broker or dealer, the Broker/Dealer acknowledges that it is
responsible for statutory and regulatory compliance in
securities transactions involving all business activity and
business produced by its Registered Representatives (as
defined below) concerning the Contracts. Broker/Dealer shall
maintain errors and omissions coverage in an amount acceptable
to IPL and Distributor at all times during which this
Agreement, or any provision, is in effect.
1.d. For the purpose of compliance with any applicable state
insurance laws or regulations, the Broker/Dealer acknowledges
and agrees that persons selected by it to distribute and sell
the Contracts must be properly licensed to represent IPL in
accordance with securities laws and the state insurance laws
of those jurisdictions in which the Contracts may be lawfully
distributed and in which such Representatives of the
Broker/Dealer solicit applications for the Contracts.
Broker/Dealer and its Registered Representatives shall
strictly comply with all the applicable securities and
insurance laws and regulations, including all applicable rules
Page 9 of 16
of the NASD, in soliciting applications for Contracts and in
performing all of their other obligations and functions under
this Agreement.
2. Scope of Authority
2.a. The Broker/Dealer shall be authorized to: (a) receive for
forwarding to IPL applications for Contracts; (b) receive for
forwarding to IPL the premiums in connection with any such
application; (c) deliver the Contract issued to the applicant
by IPL; and (d) collect premiums for forwarding to IPL via an
applicant's brokerage account as specifically directed by any
such applicant who has authorized the Broker/Dealer to act on
the applicant's behalf. Broker/Dealer agrees to indemnify IPL
and the Distributor for any claim arising from or connected to
such client brokerage account, including claims related to
misappropriation of funds and the failure to act in accordance
with the related brokerage account agreement.
2.b. Neither the Broker/Dealer nor any of its "related persons"
(defined to include Registered representatives, associated
agencies, employees, or agents) is authorized (a) to alter any
application or Contract; (b) to collect or in any manner
receive premiums from applicants in the form of checks, money
orders or electronic funds transfers payable to any person or
entity other than IPL; (c) to waive any forfeiture; (d) to
make any settlement of any claim or claims; (e) to rebate any
portion of a payment to any party either directly or
indirectly; or (f) to perform any function other than as
expressly authorized in the preceding paragraph.
2.c. The Broker/Dealer agrees that it and its related persons will
sell Contracts and process all transactions with respect to
the Contracts in accordance with the insurance and securities
laws of the state or states in which they are licensed to
transact business and all applicable Federal laws.
2.d. Neither the Broker/Dealer nor any of its related persons shall
publish, circulate or use any advertising material with
respect to IPL, the Xxxx Xxxxxxx Variable Series Trust I (the
"Series Fund"), or IPL's insurance products without express
written authorization from an authorized officer of the
Distributor. As used herein, the term "advertising" means any
material designed to create interest in IPL's products or to
induce any person to purchase IPL's products including,
without limitation, any of the following: (a) printed and
published material, descriptive literature used in direct
mail, newspapers, magazines, radio, telephone and television
scripts, billboards, computer displays and similar displays;
(b) descriptive literature and sales aids of all kinds,
including but not limited to circulars, leaflets, depictions,
illustrations, and form letters; (c) material used for
recruitment, training and education of agents and Registered
Representatives which is designed to by used or is used to
induce the public to purchase IPL's products; (d) prepared
sales talks, presentations and material for use by agents and
Registered Representatives in private or public seminars or
any other setting; and (e) the use of the IPL name or logo or
any other identifiers referring directly or indirectly to IPL,
the Distributor, any of their affiliates, or the Series Fund.
3. Duties of the Broker/Dealer
3.a. The Broker/Dealer will select persons to be employed and
supervised by it who will be trained and are qualified to
solicit applications for the Contracts in conformance with
applicable state and Federal laws and regulations ("Registered
Representatives"). The Broker/Dealer shall also be charged
with sole responsibility to perform background reviews of all
agents appointed to sell the Contracts. Registered
Representatives will be registered representatives of the
Broker/Dealer in accordance with the rules of the NASD, and
they will be properly licensed to represent IPL 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. IPL shall be
responsible for payment of the fee required to initially
appoint a Registered Representative as its agent, with the
sole discretion to pay renewal fees for such appointment as
IPL may be required to pay from time to time.
Page 10 of 16
3.b. The Broker/Dealer will 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, but is not limited to,
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 the
Broker/Dealer of the transactions. The Broker/Dealer will
promptly forward to IPL, or its designee, all applications
found suitable, together with any payments received with the
applications. Although business may be submitted net of
commission, any other deduction or reduction is not allowed
unless such deduction or reduction is expressly permitted by
this Agreement, or by any amendment thereto in writing. IPL
reserves the right to reject any Contract application and to
return any payment made in connection with an application
which is rejected.
3.c. The Broker/Dealer shall ensure delivery of the current
prospectus for the Contracts and the Series Fund, together
with all current supplements thereto, to every applicant for a
Contract at or prior to the time that an application form or
any sales literature or advertising material (as defined in
Section 2 above) is submitted to the applicant (other than
materials submitted in compliance with Rules 134 or 482 under
the Securities Act of 1933 [the "1933 Act"]). JHFI shall at
all times keep the Broker/Dealer informed of the dates of the
appropriate current prospectuses and any supplements thereto.
3.d. The Broker/Dealer and its related persons 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 prospectus or Statement of
Additional Information ("SAI") for the Contracts, the current
prospectus for the Series Funds, any current supplements to
such prospectus and SAI's or in any "advertising" material
used in compliance with Section 2 above, or any supplemental
material approved in writing by the Distributor and IPL.
Material prepared or used by the Broker/Dealer or its related
persons, which describes or must describe the Contract, or
uses the name IPL or the logos or Service Marks of IPL or the
Series Fund must be approved by IPL and the Distributor in
writing prior to any such use.
4. Duties of the Distributor
4.a. Distributor will notify Broker/Dealers of the issuance of any
stop order or any Federal or state judicial or regulatory
proceeding which would prevent the sale of Contracts in any
jurisdiction. Certain other responsibilities, including the
distribution of Commission payments to the Broker/Dealer, may
be delegated to Xxxx Xxxxxxx Insurance Agency, Inc.
5. Duties of IPL
5.a. IPL shall be responsible for:
5.a.1. Obtaining certifications from the Broker/Dealer that
Broker/Dealer and its representatives have the
appropriate state insurance licenses to solicit sales
of the Contract;
5.a.2. Obtaining the approval of the forms of contracts and
applications which are the subject of this Agreement
from the applicable regulatory authorities; and
5.a.3. Supplying all standard Contracts and Series Fund
prospectuses, any current supplements thereto, and
product brochures.
5.b IPL reserves the right to withdraw, change, or modify any
Contracts and applications covered by this Agreement, or to
withdraw wholly or in part from the marketing of Contracts in
any jurisdiction without incurring any liability or obligation
to the Broker/Dealer or to any Registered Representative. Upon
Page 11 of 16
notice of such termination, the Broker/Dealer agrees to
immediately cease all offers and sales of Contracts, and to
notify its Registered Representatives of the withdrawal of
such authority. It is understood that IPL retains the right to
reject or terminate the authorization of any Registered
Representative with or without the agreement of the
Broker/Dealer.
5.c IPL reserves the right to revise all Contract related forms
and the design features of the Contracts at any time in any
manner it deems necessary.
6. Accounting
6.a. All premiums received for IPL by the Broker/Dealer by reason
of this Agreement shall belong to IPL and shall be received
and held by the Broker/Dealer in an fiduciary capacity only.
All such premiums (together with all applications and related
information) shall be delivered promptly to IPL
7. Compensation
7.a. As full and sole compensation for Broker/Dealer's faithful
performance of its duties under this Agreement, IPL (on behalf
of Distributor) shall pay, and Broker/Dealer shall be entitled
to receive, commissions on premiums collected according to the
applicable rate of commission stated in Schedule A, which is
attached to and forms a part of this Agreement. In the event
of any return of a Contract within any "Right to Cancel"
period, or in the event that IPL rejects an application, any
related compensation paid to the Broker/Dealer will be
refunded by the Broker/Dealer directly to Distributor without
Distributor or IPL incurring any liability or offset for any
compensation payable to the Broker/Dealer. If for any reason a
purchase transaction is reversed, or account values are
withdrawn, or a contract is partially or fully surrendered,
Broker/Dealer shall not be entitled to receive or retain (i)
any part of the compensation paid or payable on any scheduled
or unscheduled payment of premium occurring within 183 days
immediately preceding such event, and (ii) 50% of the
compensation paid or payable on any scheduled or unscheduled
payment of premium occurring more than 183 days but less than
366 days immediately preceding such event. Upon demand such
compensation due back to IPL by Broker/Dealer shall be paid in
full.
7.b. Broker/Dealer shall be paid or entitled to commission
calculated on the basis of gross written premium received and
forwarded to IPL in accordance with IPL's requirements. IPL
reserves the right to change or amend the terms of the
commission rates at any time upon written notice to the
Broker/Dealer. The Broker/Dealer agrees that neither IPL nor
the Distributor shall have any liability with respect to any
compensation payable to any Registered Representatives.
7.c. No compensation shall be payable to the Broker/Dealer with
respect to any issued Contract purchased with funds withdrawn
from any insurance, annuity, or mutual fund product issued by
IPL, or by Xxxx Xxxxxxx Mutual Life Insurance Company or any
of Xxxxxxx'x subsidiaries or affiliates. In the event that any
compensation is paid to the Broker/Dealer for such a purchase,
the Broker/Dealer shall promptly repay the Distributor the
entire amount of any such compensation paid. The Distributor
also shall have the right to deduct said amount paid from any
future payment due the Broker/Dealer.
7.d. If this Agreement terminates, no further payments of any kind
will be made to the Broker/Dealer except with respect to
Contracts issued prior to the date of termination, or applied
for prior to but issued after the date of termination. The
obligations of IPL with respect to compensation payable under
Section 7 shall continue only with respect to additional
premiums received and accepted by IPL after the termination of
this Agreement.
Page 12 of 16
8. Indemnification
8.a. Broker/Dealer agrees to indemnify and hold harmless the Series
Fund, IPL, IPL's direct and indirect subsidiaries and
affiliates, including (without limitation) the Distributor,
and each of their directors, trustees, and officers, against
any losses, claims, damages, or liabilities to which the
Series Fund, IPL, the Distributor, or any such director,
trustee, or officer may become subject under the 1933 Act, any
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:
8.a.1. Any use of unauthorized advertising materials (as
defined in Section 2 hereof) or any verbal or written
misrepresentations or unlawful sales practices
concerning a Contract by Broker/Dealer or any of its
related persons; or
8.a.2. Claims by agents or Registered Representatives or
employees of Broker/Dealer or any affiliated Agency
for commissions or other compensation or remuneration
of any type; or
8.a.3. Failure by the Broker/Dealer or any of its related
persons to comply with all applicable state insurance
laws and regulations including by not limited to
state licensing requirements, rebate laws, and
replacement regulations, as well as all requirements
of state and Federal securities laws; or
8.a.4. Failure by the Broker/Dealer or any of its related
persons to comply with the provisions of this
agreement, and any agreement made to receive and
process any premiums collected from applicants.
8.b. Broker/Dealer will reimburse the Series Fund, IPL, and
Distributor, and each of their direct or indirect subsidiaries
or affiliates, and each of their directors, trustees or
officers for any legal or other expenses they reasonably incur
in connection with investigating or defending any such loss,
claim, damage, liability, or action.
8.c. IPL and Distributor agree to indemnify and hold harmless
Broker/Dealer and each person who controls or is associated
with Broker/Dealer against any losses, claims, damages or
liabilities, joint or several, to which Broker/Dealer or such
controlling or associated person may become subject under the
1933 Act 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 or other document
executed by IPL specifically for the purpose of qualifying a
Contract for sale under the laws of any jurisdiction, or (ii)
in any prospectus or SAI (or any supplement thereto) or any
other written information or sales material authorized and
supplied or furnished by IPL or the Distributor in connection
with the offer and sale of the Contracts.
8.d. The provisions of this Section 8 shall survive the termination
of this Agreement.
9. Cooperation
9.a. The Broker/Dealer and Distributor jointly agree to fully
cooperate with each other and IPL in any insurance or
securities regulatory investigation or proceeding or judicial
proceeding arising in connection with any Contract. The
Broker/Dealer shall promptly forward to Distributor any notice
of claim or relevant information concerning a potential claim
which may come into its possession, and shall promptly forward
to Distributor any legal papers served involving such claim.
9.b. The Broker/Dealer shall immediately notify Distributor of the
issuance by any regulatory body of any order with respect to
the operation or business of the Broker/Dealer, or the
initiation of any proceeding for any purpose relating to the
sale of the Contracts, and of any other actions or
circumstances that may prevent the lawful offer or sale of any
of the Contracts in any state or jurisdiction. In addition,
the Broker-Dealer shall promptly advise Distributor if the
Page 13 of 16
Broker/Dealer or any of its Associated Agencies or a
Registered Representative is or becomes subject to any
proceedings or is sanctioned or suspended(i) by the Securities
and Exchange Commission ("SEC") or NASD, (ii) by any court, or
(iii) by any state regulatory authority.
10. Assignment
10.a. The Broker/Dealer may assign rights or obligations under this
Agreement to any insurance agency that is deemed to be an
associated person of the Broker/Dealer, within the meaning of
Section 3(a)(18) of the Securities Exchange Act of 1934, to
the extent necessary or appropriate in order to comply with
applicable insurance laws or regulations. If obligations under
this Agreement are assigned to such an Associated Agency as
permitted herein, the Broker/Dealer shall not be relieved of
any such obligations. The Broker/Dealer agrees that it and any
of its Associated Agencies will conduct any such networking
arrangements in compliance with any such Associated Agency as
a Broker/Dealer. No other assignment of the Agreement by the
Broker/Dealer or any commission hereunder or any interest
herein shall be valid unless authorized in advance in writing
by authorized officers, respectively, of IPL and Distributor.
11. Year 0000 Xxxxxxxx
11.a. Notwithstanding any other provision of this Agreement,
Broker/Dealer represents and warrants that its computers and
computer related systems and networks (hereinafter called
"computers") are capable of running prior to, during and after
the calendar year 2000 AD, and that said computers will
operate during each such time period without error relating to
date data, specifically including any error relating to, or
the product of, date data which represents or references
different centuries or more than one century. Without limiting
the generality of the foregoing, Broker/Dealer further
represents and warrants that: (1) its computers will not cause
any software delivered by IPL pursuant to this Agreement to
abnormally end or provide invalid or incorrect results as a
result of date data, specifically including date data which
represents or references different centuries or more than one
century; (ii) the computers have been designed or tested to
ensure year 2000 compatibility, including, but not limited to,
date data century recognition, calculations which accommodate
same century and multi-century formulas and date values, and
date data interface values that reflect the century; and (iii)
the computers include "Year 2000 Capabilities." For the
purposes of this paragraph, "Year 2000 Capabilities" means
that the computers:
11.a.1. will manage and manipulate data involving dates,
including single century formulas and multi-century
formulas, and will not cause an abnormally ending
scenario within the application or generate incorrect
values or invalid results involving such dates; and
11.a.2. provide that all date-related user interface
functionalities and data fields include the
indication of century; and
11.a.3. provide that all date-related data interface
functionalities include the indication of century.
11.b. Broker/Dealer agrees to indemnify and hold harmless IPL and
its directors, officers, employees and agents from and against
any and all claims, liabilities, damages, judgments, costs or
expenses ( including reasonable attorneys' fees and the costs
of investigation), that arise out of or result from any breach
of the foregoing provision.
12. Amendments
12.a. IPL reserves the right to amend this Agreement or any Schedule
attached hereto at any time. An amendment to the Agreement
shall be effective thirty (30) days from the date notice is
given the Broker/Dealer. Amendments to Schedules shall be
effective without approval of the Broker/Dealer from the date
Page 14 of 16
notice is given to the Broker/Dealer that a new or amended
Schedule has been issued by IPL.
12.b. No amendment made by the Broker/Dealer shall be effective
unless it is agreed to in writing by IPL and the Distributor.
13. Termination
13.a. This agreement shall terminate:
13.a.1. If the Broker/Dealer is dissolved, liquidated, or
otherwise ceases business operations;
13.a.2. If the Broker/Dealer fails, in IPL's sole judgment,
to comply with any of its obligations under this
Agreement;
13.a.3. If the Broker/Dealer's state insurance license or
appointment to represent the Company is terminated;
13.a.4. If the Broker/Dealer's SEC, state, or NASD
registration or membership is suspended, terminated
or otherwise limited so as to render the
Broker/Dealer, in the Company's opinion, unable to
perform its obligations pursuant to this Agreement;
or
13.a.5. If the Broker/Dealer refuses to accept an amendment
made in accordance with Section 12.
13.b. The termination date of this Agreement for any of these
reasons shall be the date of occurrence.
13.c. Notwithstanding the provisions of Section 13.a, any of the
parties shall have the right to terminate this Agreement for
any reason. Termination in accordance with this Section shall
be effective thirty (30) days from the date notice is given by
the terminating party.
14. Notice
14.a. Any notice required by the terms of this Agreement or any
attachment hereto shall be valid if in writing and hand
delivered or sent by United States mail postage prepaid or
overnight delivery service to the other parties at the
following addresses:
Investors Partner Life: JHFI:
Investors Partner Life Insurance Company Xxxx Xxxxxxx Funds, Inc.
Investors Partner Life Insurance Company of 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Inc. Xxxxxx, XX 00000
Xxxx Xxxxxxx Place Attention:
X.X. Xxx 000
Xxxxxx, XX 00000
Attention:
SELLING FIRM:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
Attention:
Page 15 of 16
15. Headings
15.a. The headings in this Agreement are for reference purposes only
and shall not be deemed part of this Agreement or affect its
interpretation or meaning.
16. Severability
16.a. The provisions of this Agreement are severable, and if any
provision of this Agreement or any amendment to it is found to
be invalid, such provision shall not affect any other
provision of the Agreement that can be given effect without
the invalid provision.
17. Counterparts
17.a. This Agreement may be executed in any number of counterparts,
all of which, taken together, shall constitute one agreement,
and any party hereto may execute this Agreement by signing any
such counterpart.
18. Governing Law
18.a. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.
INVESTORS PARTNER LIFE INSURANCE COMPANY
INVESTORS PARTNER LIFE INSURANCE COMPANY OF
NEW YORK, INC.
By:______________________________________(as to both)
Name:________________________________________________
Title:_______________________________________________
XXXX XXXXXXX FUNDS, INC.
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
SELLING FIRM
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
Page 16 of 16
Schedule A
Broker/Dealer Compensation Schedule
------------------------------------------------------------------------------------------------------------------------------------
Percent of Premium Percent of Account Value (BOY)
------------------------------------------------------------------------------------------------------------------------------------
Year 1 Years 2 -- 5 Years 6 -- 10 Years 11 and up Face less than greater/ =
250,000 250,000
------------------------------------------------------------------------------------------------------------------------------------
Target
Account IssAge IssAge IssAge Start Start
Plan Type 0-75 76-80 81-85 Excess Target Excess Target Excess Target Excess Rate Year Rate Year
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Default A 80% 75% 70% 2.0% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3
B 90% 85% 80% 2.5% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3
C 100% 95% 90% 3.0% 3% 3% 0% 0% 0% 0% 0.00% 3 0.20% 3
------------------------------------------------------------------------------------------------------------------------------------
Alternative 1 A 60% 55% 50% 2.0% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3
B 70% 65% 60% 2.5% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3
C 80% 75% 70% 3.0% 3% 3% 0% 0% 0% 0% 0.30% 3 0.50% 3
------------------------------------------------------------------------------------------------------------------------------------
Alternative 2 A 45% 40% 35% 2.0% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3
B 55% 50% 45% 2.5% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3
C 65% 60% 55% 3.0% 3% 3% 0% 0% 0% 0% 0.55% 3 0.75% 3
------------------------------------------------------------------------------------------------------------------------------------
Alternative 3 A 30% 25% 20% 2.0% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3
B 40% 35% 30% 2.5% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3
C 50% 45% 40% 3.0% 3% 3% 0% 0% 0% 0% 0.80% 3 1.00% 3
------------------------------------------------------------------------------------------------------------------------------------
Alternative 4 A 45% 40% 35% 2.0% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a
B 55% 50% 45% 2.5% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a
C 65% 60% 55% 3.0% 15% 3% 15% 0% 0% 0% 0.00% n/a 0.00% n/a
------------------------------------------------------------------------------------------------------------------------------------
Alternative 5 A 65% 60% 55% 2.0% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
B 75% 70% 65% 2.5% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
C 85% 80% 75% 3.0% 10% 3% 10% 0% 0% 0% 0.00% n/a 0.00% n/a
------------------------------------------------------------------------------------------------------------------------------------
Notes: Plan may vary by individual producer and may change, but for a
particular policy the compensation Plan is fixed at issue.
Account Type may vary by individual producer and may change, but
for a particular policy the compensation Account Type is fixed at
issue.
Account Type is determined based on the level of wholesaler
coverage.
Target Premium includes the base policy target premium and rider
premiums; it does not include Flat Extra Premiums.
For the purpose of calculating commissions, the base policy
target will be capped at the base policy target for a substandard
class D.
