MASTER DISTRIBUTION AND SERVICING AGREEMENT
AGREEMENT, made as of the 1st day of May, 2006, by and among Xxxx Xxxxxxx
Distributors LLC ("Distributors"), Xxxx Xxxxxxx Life Insurance Company
("JHLICO"), Xxxx Xxxxxxx Variable Life Insurance Company ("JHVLICO"), and
JHLICO's and JHVLICO's respective existing and future "Separate Accounts," as
defined herein.
WHEREAS, pursuant to a Distribution Agreement dated as of August 5, 1986
between JHLICO (then named "Xxxx Xxxxxxx Mutual Life Insurance Company") and its
Xxxx Xxxxxxx Variable Annuity Account U; JHLICO served as distributor (principal
underwriter) with respect to variable annuity contracts funded by that Separate
Account (including the "Independence" and the "Accommodator" variable annuity
contracts), and said agreement was combined with certain other agreements and
restated in a Master Distribution and Servicing Agreement dated as of May 1,
1997 among JHLICO, JHVLICO and their Separate Accounts, pursuant to which
Signator Investors, Inc ("Signator") (which was then named "Xxxx Xxxxxxx
Distributors, Inc.") was appointed as principal underwriter and distributor with
respect to the variable annuity contracts in question (the "May 1, 1997 Master
Agreement");
WHEREAS, pursuant to a Distribution Agreement dated as of June 8, 1987
between JHLICO and its Xxxx Xxxxxxx Variable Annuity Account V, JHLICO served as
distributor (principal underwriter) with respect to variable annuity contracts
funded by that Separate Account (including the "Independence Preferred" and the
"Accommodator 2000" variable annuity contracts), and said agreement was combined
with certain other agreements and restated in the May 1, 1997 Master Agreement,
pursuant to which Signator was appointed as principal underwriter and
distributor with respect to the variable annuity contracts in question;
WHEREAS, pursuant to a Distribution Agreement dated as of August 26, 1993
among JHLICO, JHVLICO, and JHVLICO's then-existing or subsequently-created
Separate Accounts registered under the Investment Company Act of 1940 (the "1940
Act") (including Xxxx Xxxxxxx Variable Life Accounts U, V, and S), JHLICO served
as distributor (principal underwriter) with respect to variable life insurance
policies funded by those Separate Accounts, and said agreement was combined with
certain other agreements and restated in the May 1, 1997 Master Agreement,
pursuant to which Signator was appointed as principal underwriter and
distributor with respect to the variable life insurance policies in question;
WHEREAS, the aforementioned Distribution Agreements dated August 5, 1986,
June 8, 1987, and August 26, 1993, resembled agreements that previously had been
in effect as to certain of the Separate Accounts at a time when those Separate
Accounts were operated as "management" investment companies under the 1940 Act
and for which Section 15 of the 1940 Act, therefore, required principal
underwriting agreements;
WHEREAS, pursuant to an amendment to the aforementioned August 26, 1993
Distribution Agreement (which amendment was dated as of August 1, 1994) among
JHLICO, JHVLCO, and JHVLICO's then-existing or subsequently-created Separate
Accounts registered under the 1940 Act (including Xxxx Xxxxxxx Variable Annuity
Account I), JHLICO served as distributor (principal underwriter) with respect to
variable annuity contracts funded by those Separate Accounts, and said amendment
also was combined with and restated in the May 1, 1997 Master Agreement;
WHEREAS, when JHLICO commenced to issue variable life insurance policies,
no principal underwriting agreement was entered into with respect thereto,
inasmuch as JHLICO would itself perform the functions of a principal underwriter
in its capacity as issuer of those policies and, due to the fact that the
Separate Accounts in question operated in the form of "unit investment trust"
investment companies under the 1940 Act, the 1940 Act did not require any
principal underwriting agreement (and notwithstanding that JHLICO had entered
into the above-mentioned Distribution Agreements dated as of August 5, 1986,
June 8, 1987, and August 26, 1993, even though, for similar reasons, it had not
been legally required to do so);
WHEREAS, the May 1, 1997 Master Agreement combined and restated the
above-mentioned Distribution Agreements dated as of August 5, 1986, June 8, 1987
and August 26, 1993 (and the August 1, 1994 amendment thereto);
WHEREAS, the Distribution Agreements dated August 5, 1986, June 8, 1987,
and August 26, 1993, and any amendments thereto, no longer have any force or
effect;
WHEREAS, pursuant to the May 1, 1997 Master Agreement, Signator was
appointed as principal underwriter and distributor with respect to certain
variable annuity contracts and variable life insurance policies funded by
then-existing or subsequently-created 1940 Act-registered Separate accounts of
JHLICO (including its Xxxx Xxxxxxx Variable Annuity Accounts U, V, and JF and
Xxxx Xxxxxxx Mutual Variable Life Insurance Account UV (subsequently re-named
"Xxxx Xxxxxxx Variable Life Insurance Account UV") and JHVLICO (including its
Xxxx Xxxxxxx Variable Life Accounts U, V, and S and Xxxx Xxxxxxx Variable
Annuity Account I), excepting only any such Separate Accounts for which Signator
was not the principal underwriter or distributor;
WHEREAS, the variable annuity contracts and variable life insurance
policies covered by the May 1, 1997 Master Agreement included all such contracts
and policies issued in group or individual form, including certificates issued
pursuant to group contracts or policies that were funded by any Separate Account
to which that agreement applied (as set forth in the "WHEREAS" paragraph
immediately preceding this one), excepting only those contracts, policies or
certificates as to which Signator did not serve as principal underwriter or
distributor;
WHEREAS, the 1997 Master Agreement also designated Signator as principal
underwriter and distributor of any other interests ("MVA Interests") issued
pursuant to JHLICO or JHVLICO annuity contracts or life insurance policies that
are deemed to be securities for federal securities law purposes as a result of
what are commonly called "market value adjustment" or similar features,
including such interests issued pursuant to individual and group
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contracts or policies, or certificates under group contracts or polices and
excluding only such interests as to which Signator did not serve as principal
underwriter or distributor;
WHEREAS, pursuant to a Marketing and Distribution Agreement between Xxxx
Xxxxxxx Mutual Life Insurance Company and Xxxx Xxxxxxx Funds, Inc. (the "JHFI
Agreement"), JHLICO, acting on behalf of itself and JHVLICO, Xxxx Xxxxxxx Funds,
Inc. ("JHFI") served as underwriter with respect to certain annuity policies,
and subsequently the JHFI Agreement was terminated;
WHEREAS, the JHFI Agreement no longer has any force or affect; and policies
previously subject to the JHFI Agreement have been subject to the May 1, 1997
Master Agreement;
WHEREAS, the parties desire that an agreement substantially in the form of
Exhibit A hereto be entered into that would, among other things, confirm and
provide that Section 9.5 of the JHFI Agreement does not continue to make the
JHFI Agreement applicable to additional premium payments under Policies that
were originally issued pursuant to the JHFI Agreement;
WHEREAS, the parties desire that an agreement substantially in the form of
Exhibit A hereto be entered into that would, among other things, provide for the
termination of the May 1, 1997 Master Agreement;
WHEREAS, as used in this Agreement, the term "Separate Account" means any
separate account of JHLICO or JHVLICO that is registered under the 1940 Act, but
excluding any separate account as to which Distributors is not the principal
underwriter or distributor;
WHEREAS, as used in this Agreement, the term "Policy" means any annuity
contract or life insurance policy that is funded by a Separate Account and/or
gives rise to MVA Interests, and the term shall include both individual and
group Policies, as well as any certificates issued pursuant to the latter; but
the term "Policy" shall not include any contract, policy, certificate or MVA
Interest as to which Distributors is not the principal underwriter or
distributor;
WHEREAS, as used in this Agreement, the "Insurers" are JHLICO and JHVLICO;
WHEREAS, net premiums paid under Policies offered and sold by the Insurers
are and will be allocated to the Separate Accounts;
WHEREAS, net premiums under certain Policies offered and sold by JHLICO or
JHVLICO are or will be allocated to MVA Interests;
WHEREAS, Distributors is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("1934
Act") and is a member of the National Association of Securities Dealers, Inc.
("NASD");
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WHEREAS, the parties desire to have Distributors act as principal
underwriter and distributor of the Policies and assume responsibility for all of
the securities activities of each "person associated" (as that term is defined
in Section 3(a)(18) of the 0000 Xxx) with Distributors and engaged directly or
indirectly in the sale of the Policies ("associated persons");
WHEREAS, Distributors wishes to utilize the services of employees of
JHLICO, who will be deemed to be associated persons of Distributors, to perform
various support and administrative functions in connection with Distributors'
responsibilities under this Agreement;
WHEREAS, the parties desire that an agreement substantially in the form of
Exhibit A hereto be entered into that would, among other things, confirm that
this Agreement shall apply to any further premium payments made under Policies
issued pursuant to the May 1, 1997 Master Agreement or any of the other
agreements referred to above; and
WHEREAS, the parties desire that an agreement substantially in the form of
Exhibit A be entered into that would, among other things, confirm and provide
for, as to any agreements that still remain in effect that were entered into
with other broker-dealers by JHLICO, Signator, or JHFI for the sale of Policies,
the assumption by Distributors of the rights and obligations (if any) of JHLICO,
Signator, and JHFI thereunder.
NOW, THEREFORE, the parties agree as follows:
APPOINTMENT OF DISTRIBUTORS; DISTRIBUTORS' RESPONSIBILITY FOR ITS OWN AND ITS
ASSOCIATED PERSONS' LEGAL COMPLIANCE IN OFFER, SALE AND DELIVERY OF POLICIES
1. Distributors shall act as the principal underwriter and distributor of
the Policies, and as such will assume full responsibility for the securities
activities of all of its associated persons. Distributors will train the
associated persons, register associated persons as its registered
representatives or principals (as required), and supervise and control them in
the performance of their securities activities. Distributors shall assume full
responsibility for the continued compliance by itself and the associated
persons, including registered representatives and registered principals, with
all NASD requirements and Federal and state legal requirements, to the extent
applicable, in connection with the offer, sale and delivery of the Policies.
DISTRIBUTORS' OFFER AND SALE OF POLICIES
2. Distributors shall offer for sale and sell Policies on behalf of the
relevant Insurer in each state and other jurisdiction in which the Policies may
be lawfully sold.
TERMS, CONDITIONS AND COMPENSATION AS TO OFFERS AND SALES BY DISTRIBUTORS
3. Such offer or sale shall be on such terms and conditions as Distributors
and the relevant Insurer shall determine and shall be for compensation
determined as provided herein; provided that such terms, conditions and
compensation shall be as set forth in or not inconsistent with any current
prospectus and, where relevant, statement of additional information under the
Securities Act of 1933 ("1933 Act").
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QUALIFICATION OF DISTRIBUTORS' SOLICITING ASSOCIATED PERSONS
4. In the event applications for Policies shall be solicited by insurance
agents of the relevant Insurer who are also registered representatives or
principals of Distributors, each of whom shall be duly and appropriately
licensed under applicable insurance law for the sale of Policies in each state
or other jurisdiction in which that person may make such sales. The relevant
Insurer shall have responsibility for arranging for such licensing, and
Distributors may rely upon the Insurers' advice as to what persons the Insurers
have appointed as their agents and what licenses those persons have.
SUITABILITY
5. Distributors shall be responsible for compliance with applicable
"suitability" requirements in connection with the Policies (except to the extent
that responsibility for suitability determinations, including supervision
thereof, is assumed by or delegated to other broker-dealers as discussed below).
Distributors agrees to provide the Insurers with such information and access as
they may reasonably request to evaluate or monitor the nature and effectiveness
of Distributors' procedures for ensuring and documenting suitability compliance,
either generally or in specific cases, including, without limitation,
Distributors' procedures for overseeing the discharge of suitability
responsibilities by other broker-dealers appointed pursuant to Section 20
hereof.
6. If Distributors, pursuant to Section 20 hereof, contracts with a general
agent/broker-dealer ("Selling Firm") to ensure compliance with any suitability
requirements, Distributors agrees to terminate that Selling Firm's authority to
sell the Policies upon the Insurers' request, if that Selling Firm does not
provide the Insurers with such information and access as they may reasonably
request to evaluate or monitor the nature and effectiveness of the Selling
Firm's procedures for ensuring and documenting suitability compliance, either in
general or in specific cases.
INSURANCE UNDERWRITING
7. JHLICO, on its own behalf and on behalf of JHVLICO, shall review Policy
applications for purposes of insurance underwriting and shall determine whether
to accept or reject any application in accordance with established underwriting
rules. JHLICO will determine an insured's risk classification pursuant to its
own and JHVLICO's underwriting rules.
MEANS OF PREMIUM PAYMENT
8. Initial and subsequent premium payments under Policies shall be made by
check payable to the relevant Insurer, or by such other means as such Insurer
may agree. Premium payments received by Distributors shall be remitted daily by
Distributors, or any Selling Firm acting through Distributors, to the relevant
Insurer for allocation to the Separate Accounts or MVA Interests in accordance
with the Policies and any applicable current prospectus and, where relevant,
statement of additional information under the 1933 Act.
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REFUND OF CERTAIN PREMIUMS
9. Any premiums paid will be refunded by the relevant Insurer, to the
extent required in the applicable jurisdiction, if a Policy is not issued or is
surrendered under any short-term cancellation provision.
COMPENSATION TO DISTRIBUTORS
10. The relevant Insurer will pay Distributors commissions and service fees
and will otherwise reimburse Distributors for services and facilities provided
by Distributors pursuant to this Agreement. The charges to the Insurers for such
services and facilities shall be at cost and shall include all direct and
directly allocable expenses reasonably and equitably determined to be
attributable to the Insurers by Distributors (including, without limitation,
agency expense allowances, general agent, district manager and supervisor
compensation, agent training allowances, deferred compensation and insurance
benefits of agents, general agents, district managers and supervisors, agency
office clerical expenses, marketing support and administrative services), plus a
reasonable charge for direct overhead. Such amounts payable to Distributors
shall comply with applicable compensation rules, terms and procedures as
Distributors and the relevant Insurer mutually agree upon from time to time.
DISTRIBUTORS' REALLOCATION OF COMMISSIONS AND SERVICE FEES TO ITS ASSOCIATED
PERSONS; DIRECT PAYMENT OF SUCH AMOUNTS BY THE INSURERS
11. Distributors intends to reallocate commissions and service fees to its
registered representatives or principals for the sale of Policies in amounts
determined by Distributors. For its convenience, Distributors authorizes JHLICO
to make such reallocated commission and service fee payments on behalf of
Distributors, directly to its registered representatives or principals,
whereupon the Insurers shall be relieved of any obligation they might otherwise
have to reimburse Distributors for such amounts. All such commissions and
service fees shall be reflected on Distributors' books and records as a receipt
of compensation from JHLICO or JHVLICO, as the case may be, and a disbursement
to registered representatives or principals, notwithstanding the direct payment
by JHLICO.
CERTAIN SERVICES TO BE PROVIDED BY INSURERS; CONTROL, STATUS, COMPENSATION AND
ACTIVITIES OF INSURER PERSONNEL THAT PROVIDE SAID SERVICES
12. JHLICO agrees to provide support, administrative and other such
services to Distributors, including personnel, to assist Distributors in the
performance of its duties as principal underwriter and distributor of the
Policies. In providing such services, all personnel of JHLICO, or of JHVLICO to
the extent that JHVLICO may provide similar services, shall at all times be
subject to the supervision and control of Distributors. All such personnel are
hereby acknowledged and deemed to be associated persons of Distributors and, as
necessary to comply with regulatory requirements, will be registered
representatives or principals of Distributors. For the convenience of the
parties, compensation payments will be made by JHLICO and/or JHVLICO, directly
to their personnel provided to Distributors as part of the salaries paid to such
employees, consistent with such employee compensation and employee benefit plans
as are
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maintained by the Insurers. Distributors acknowledges that personnel provided by
JHLICO or JHVLICO will not be exclusively engaged in securities related
activities and that they may have other, non-securities, responsibilities as
employees of JHLICO or JHVLICO.
MAINTENANCE OF CERTAIN BOOKS AND RECORDS
13. The books, accounts and records of Distributors, JHLICO and JHVLICO as
to all transactions hereunder shall be maintained so as to disclose clearly and
accurately the nature and details of the transactions to ensure compliance with
applicable regulatory and reporting requirements. To the extent that any of
Distributors, JHLICO or JHVLICO maintains on behalf of any other of them any
records required to be maintained by the other pursuant to 1940 Act Rules 31a-1
or 31a-2 or pursuant to 1934 Act Rules 17a-3 and 17a-4, or pursuant to any other
provisions of or rules under those acts, such records shall be maintained as
agent for the other party and remain the property of the party so required to
maintain them, shall be surrendered promptly to that party upon its request, and
shall at all times be subject to inspection by the SEC, NASD and any other
appropriate governmental agency.
INSURERS TO PAY CERTAIN EXPENSES
14. JHLICO and JHVLICO will pay the expenses of preparing and printing
their respective registration statements, prospectuses, statements of additional
information, and sales literature, and for like expenses actually incurred in
connection with the offering, sale and delivery of Policies. JHLICO and JHVLICO
will furnish Distributors with current prospectuses for the Policies in such
numbers as Distributors may reasonably require from time to time.
DISTRIBUTORS TO PAY CERTAIN EXPENSES
15. Distributors shall pay all fees and expenses in connection with its
qualification as a broker-dealer and all other expenses relating to the
offering, sale or delivery of Policies, as contemplated by this Agreement.
LIMIT ON INFORMATION THAT DISTRIBUTORS MAY DISSEMINATE
16. In connection with the offer, sale or delivery of Policies,
Distributors will not give any information or make any representation other than
information and representations contained in or not inconsistent with any
applicable current prospectus and, where relevant, statement of additional
information under the 1933 Act.
SALES MATERIALS
17. Distributors shall be responsible for the review of sales materials and
agrees to use its best efforts to obtain any approvals or clearances required
from the NASD or other regulatory authorities, if applicable. Any sales
materials prepared by Distributors or its designee must be approved by JHLICO
prior to use.
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JHILICO TO ISSUE CERTAIN LIFE INSURANCE POLICIES
18. JHLICO agrees that, in the absence of a fixed account option under a
variable life insurance policy, or if no suitable fixed-dollar policy is
available from JHVLICO, it will issue a policy of fixed benefit insurance
without evidence of insurability in exchange for any JHVLICO Policy whenever the
owner of a Policy elects to exchange the Policy in accordance with its
provisions.
CHANGE, WAIVER, DISCHARGE OR TERMINATION OF THIS AGREEMENT
19. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
SALES THROUGH SELLING FIRMS
20. With the consent of the applicable Insurer, Distributors may enter into
agreements ("Selling Agreements") with one or more general agents/broker-dealers
registered under the 1934 Act ("Selling Firms"), under which registered
representatives or principals of such Selling Firms may solicit applications for
the sale of Policies. No agent, sub-agent, representative, or principal of any
such Selling Firm shall solicit applications for Policies until duly licensed
and appointed as a life insurance agent or sub-agent of the relevant Insurer in
the appropriate jurisdiction. The applicable Insurer may refuse to consent to a
Selling Agreement, may delegate supervisory responsibilities under applicable
state insurance law to the Selling Firm or an affiliate of such Selling Firm, or
refuse to appoint an agent or sub-agent.
SELLING AGREEMENTS
21. Each Selling Firm will agree with Distributors to conform duly in all
respects with the law of the United States and of each state in which Policies
may be offered for sale by it. All Selling Agreements pertaining to sales in New
York State shall provide that no commission or expense allowance shall be paid
in excess of the limitations imposed Section 4228 of the New York Insurance Law.
COMPENSATION TO SELLING FIRMS
22. All commissions, service fees and expense allowances in connection with
Policy sales through Selling Firms shall be paid by or on behalf of Distributors
in accordance with the terms of the applicable Selling Agreement then in effect.
23. Commissions, service fees and expense allowances paid by Distributors
pursuant to a Selling Agreement shall not exceed the amount payable to
Distributors by the applicable Insurer hereunder with respect to the Policy in
question. All such compensation plans shall be on the same basis, whether
commission based or fund based, as the corresponding compensation plan between
the applicable Insurer and Distributors pursuant hereto, and payments shall have
the same timing and duration.
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24. Distributors shall provide the Insurers with information regarding the
commissions, service fees and expense allowances payable by Distributors under
each Selling Agreement upon inception and shall advise the Insurers upon any
revision in a plan of compensation thereunder. Such information shall thereafter
be maintained by the applicable Insurer in its files for a period of not less
than six years.
DIRECT PAYMENT BY INSURERS TO SELLING FIRMS; ELECTRONIC PAYMENTS
25. JHLICO or JHVLICO, as the case may be, may directly compensate Selling
Firms on behalf of Distributors, as provided in the Selling Agreements with such
firm, and said Insurer thereby will be relieved of any obligation it otherwise
might have to reimburse Distributors for such amounts.
26. Distributors hereby authorizes the Insurers to make an electronic
payment or credit of commissions, expense allowances and service fees to Selling
Firms that (a) have entered into Selling Agreements with Distributors and (b)
participate in an electronic premium and funds transfer system utilized by the
applicable Insurer. Upon such payment or credit, the Insurer shall be relieved
of any obligation it otherwise might have to reimburse Distributors for such
amounts.
27. Distributors will be responsible for furnishing the Insurers with any
records and information necessary to determine the amounts to be paid or
credited pursuant to Sections 25 or 26 above. It is understood and agreed that
such payments and credits shall be made solely on Distributors' behalf and that
the Insurers assume no direct obligation under any Selling Agreement to pay
commissions, expense allowances, or service fees to any Selling Firm. Any
amounts due to Distributors in excess of such payments or credits shall be
remitted directly to Distributors in accordance with this Agreement.
CONFIRMATIONS
28. If and to the extent that Distributors and an Insurer so agree, JHLICO
will, on behalf of Distributors, send any "confirmations" legally required to be
sent in connection with issuance or receipt of premiums under any of that
Insurer's Policies. If and to the extent that Distributors and an Insurer agree,
a Selling Agreement may provide that any confirmation legally required to be
sent in connection with the issuance or receipt of premiums under any of the
Insurer's Policies that are subject to that Selling Agreement shall be sent by
JHLICO on behalf of the Selling Firm.
INDEBTEDNESS
29. Distributors shall have no right to incur any indebtedness on behalf of
an Insurer pursuant to this Agreement. Distributors hereby authorizes each
Insurer to set off Distributor's liabilities to that Insurer against any and all
amounts otherwise payable to Distributors pursuant hereto.
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THIS AGREEMENT INTERPRETED IN LIGHT OF SECURITIES LAW REQUIREMENTS
30. This Agreement shall be subject to the applicable provisions of the
Federal securities laws and the rules, regulations, and rulings thereunder,
including such exemptions as the SEC may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.
AGREEMENT BY DISTRIBUTORS TO COMPLY WITH LAW
31. Distributors shall, in offering, selling or delivering Policies, or in
otherwise performing its obligations hereunder, comply with all laws and
regulations, whether Federal or state, and whether relating to insurance or
securities, including but not limited to the recordkeeping and sales supervision
requirements of such laws and regulations and rules of the NASD.
COMPLAINTS; REGULATORY AND JUDICIAL PROCEEDINGS
32. JHLICO, JHVLICO and Distributors agree that (a) each party shall advise
the other promptly of any substantive customer complaint that concerns the
Policies, or of any notice of any regulatory investigation or proceeding or
judicial process that concerns the Policies and that is received by a party with
respect to Distributors or any agent, principal or representative or which may
affect the sale of the Policies, and (b) Distributors, JHLICO and JHVLICO will
cooperate in investigating such complaint, and any response to such complaint
which any of them has prepared will be sent to the other parties for approval
not less than five business days prior to its transmittal to the customer or
regulatory authority.
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NOTICES
33. All notices under this Agreement shall be given in writing and
addressed as follows, or addressed to such other addresses as may be
communicated from one party to the other parties:
(a) if to Distributors, to:
Xxxx Xxxxxxx Distributors LLC
000 Xxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
(b) if to JHLICO, to:
Xxxx Xxxxxxx Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(c) if to JHVLICO, to:
Xxxx Xxxxxxx Variable Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
TERMINATION
34. This Agreement shall terminate automatically if it shall be assigned.
In addition to any termination permitted under Section 19, this Agreement may be
terminated at any time on 60 days' written notice to the other parties hereto,
without the payment of any penalty, by Distributors or JHLICO as to Policies
issued by JHLICO, or by Distributors or JHVLICO as to Policies issued by
JHVLICO.
GOVERNING LAW; HEADINGS
35. This Agreement shall be construed and governed in accordance with the
laws of the Commonwealth of Massachusetts. Headings in this Agreement are for
convenience of reference only and shall have no substantive effect.
COUNTERPARTS
36. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year above written.
Date: ___________________, 2006 Xxxx Xxxxxxx Distributors LLC
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Xxxx Xxxxxxx Life Insurance Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Xxxx Xxxxxxx Variable Life Insurance
Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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EXHIBIT A
AGREEMENT, made as of the ____ day of ___________, 2006, by and among Xxxx
Xxxxxxx Distributors LLC ("Distributors"), Xxxx Xxxxxxx Life Insurance Company
("JHLICO"), Xxxx Xxxxxxx Variable Life Insurance Company ("JHVLICO"), JHLICO's
and JHVLICO's respective existing and future "Separate Accounts," as defined
herein, Signator Investors, Inc., ("Signator"), and Xxxx Xxxxxxx Funds, Inc.
("JHFI").
WHEREAS Distributors, JHLICO, JHVLICO, and the Separate Accounts have
entered into a Master Distribution and Servicing Agreement dated as of the ___
day of _________, 2006 (the "Master Agreement");
WHEREAS, as used in the Master Agreement and in this Agreement, the term
"Separate Account" means any separate account of JHLICO or JHVLICO that is
registered under the Investment Company Act of 1940, but excluding any separate
account as to which Distributors is not the principal underwriter or
distributor;
WHEREAS, as used in the Master Agreement and in this Agreement, the term
"Policy" means any annuity contract or life insurance policy that is funded by a
Separate Account and/or gives rise to "MVA Interests" (as defined below), and
the term shall include both individual and group Policies, as well as any
certificates issued pursuant to the latter; but the term "Policy" shall not
include any contract, policy, certificate or MVA Interest as to which
Distributors is not the principal underwriter or distributor;
WHEREAS, as used in the Master Agreement and in this Agreement, the term
"MVA Interest" means an interest issued pursuant to JHLICO or JHVLICO annuity
contracts or life insurance policies that are deemed to be securities for
federal securities law purposes as a result of what are commonly called "market
value adjustment" or similar features, including such interests issued pursuant
to individual and group contracts or policies, or certificates under group
contracts or policies;
NOW, THEREFORE, in consideration of the agreements contained herein, the
agreements made in the Master Agreement by the parties thereto, and for other
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
POLICIES ISSUED OR APPLIED FOR PRIOR TO THE MASTER AGREEMENT
1. Without limiting any provision of the Master Agreement, it is hereby
acknowledged, confirmed and agreed that the term "Policies," as used in the
Master Agreement includes Policies outstanding at the time of the Master
Agreement's effectiveness (including Policies issued pursuant to any of the
prior agreements referred to in the "Whereas" clauses of the Master Agreement),
as well as Policies with applications pending at that time, such that the Master
Agreement applies to the receipt of further premium payments under such
outstanding or applied for Policies.
A-1
SELLING AGREEMENTS ENTERED INTO PRIOR TO THE MASTER AGREEMENT
2. If JHLICO, Signator, or JHFI entered into selling agreements with other
general agents/broker-dealers, and if, at the time of the Master Agreement's
effectiveness, any such selling agreements remain in effect as to any Policies
or forms of Policies, JHLICO, Signator, and JHFI hereby assign and convey to
Distributors any rights that any of them may have under any such agreement,
except (a) any claim or other right arising out of transactions or conduct
occurring prior to effectiveness of the Master Agreement or (b) any claim for
indemnity or reimbursement for, or any right to be held harmless from, any loss,
damages, liability, expense, cost or settlement payment; Distributors does
hereby assume all of the obligations of JHLICO, Signator and/or JHFI under all
of said selling agreements; and said agreements shall be considered as Selling
Agreements pursuant to the Master Agreement.
TERMINATION OF MAY 1, 1997 MASTER DISTRIBUTION AND SERVICING AGREEMENT AMONG
JHLICO, JHVLICO, THEIR SEPARATE ACCOUNTS, AND SIGNATOR (THE "MAY 1, 1997 MASTER
AGREEMENT")
3. Signator, JHLICO (on behalf of both itself and its relevant Separate
Accounts), and JHVLICO (on behalf of both itself and its relevant Separate
Accounts) agree that the May 1, 1997 Master Agreement be and is terminated as of
the time the Master Agreement is effective, except that those parties agree that
(a) the indemnity provisions of the May 1, 1997 Master Agreement will survive in
accordance with the survival provision in Section 16.6 thereof, and (b) no claim
under or for breach of any provision of the May 1, 1997 Master Agreement shall
be terminated hereby if such claim is based on transactions, conduct, or
circumstances occurring or existing prior to the Master Agreement's time of
effectiveness.
TERMINATION OF THE MARKETING AND DISTRIBUTION AGREEMENT BETWEEN XXXX XXXXXXX
MUTUAL LIFE INSURANCE COMPANY AND XXXX XXXXXXX FUND, INC. (THE "JHFI
AGREEMENT"), PURSUANT TO WHICH JHFI SERVED AS UNDERWRITER WITH RESPECT TO
CERTAIN POLICIES ISSUED BY JHLICO AND JHVLICO
4. To the extent that there may be any question, the parties to the JHFI
Agreement agree that said agreement is terminated, including, notwithstanding
Section 9.5 thereof, with respect to receipt of additional premiums under any
remaining outstanding Policies that were issued pursuant to the JHFI Agreement.
GOVERNING LAW; HEADINGS
5. This Agreement shall be construed and governed in accordance with the
laws of the Commonwealth of Massachusetts. Headings in this Agreement are for
convenience of reference only and shall have no substantive effect.
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COUNTERPARTS
6. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year above written.
Date: ___________________, 2006 Xxxx Xxxxxxx Distributors LLC
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Xxxx Xxxxxxx Life Insurance Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Xxxx Xxxxxxx Variable Life Insurance
Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Signator Investors, Inc.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date: ___________________, 2006 Xxxx Xxxxxxx Funds, Inc.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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