[LOGO OF SIGNATOR FINANCIAL NETWORK]
SIGNATOR INVESTORS, INC.
------------------------
MEMBER NASD, SIPC
VARIABLE CONTRACTS
SELLING AGREEMENT
(RETAIL)
Signator Investors, Inc. ("Signator"), as the distributor and principal
underwriter, and AnnuityNet Insurance Agency, Inc. (hereinafter called
---------------------------------
"Broker/Dealer"), enter into this agreement effective with its execution by
Broker/Dealer for the purpose of authorizing Broker/Dealer to solicit
applications for variable life insurance and variable annuity contracts
("Contracts") distributed by Signator on behalf of Xxxx Xxxxxxx Life Insurance
Company ("JHLICO") and Xxxx Xxxxxxx Variable Life Insurance Company ("JHVLICO"),
a subsidiary of JHLICO. The parties represent as follows:
1.) Each of JHLICO and JHVLICO is engaged in the issuance of variable life
insurance contracts and variable annuity contracts, both in accordance with
Federal securities laws and the applicable laws of those states in which
the Contracts have been qualified for sale. The Contracts are considered
securities under the Securities Act of 1933; therefore, distribution of the
Contracts is made through Signator as a registered broker/dealer under the
Securities Exchange Act of 1934 and as a member of the National Association
of Securities Dealers, Inc. ("NASD").
2.) Xxxxxx/Dealer certifies that it is a registered broker/dealer under the
Securities Exchange Act of 1934 and a member of the NASD. Broker/Dealer
agrees to abide by all rules and regulations of the NASD, including its
Conduct Rules, and to comply with all applicable state and Federal laws and
the rules and regulations of authorized regulatory agencies affecting the
sale of the Contracts.
3.) Broker/Dealer will select persons to be registered and supervised by it
who will be trained and qualified to solicit applications for the Contracts
in conformance with applicable state and Federal laws and regulations.
Persons so trained and qualified will be Registered Representatives of
Broker/Dealer in accordance with the rules of the NASD and they will be
properly licensed to represent JHLICO or JHVLICO or both in accordance with
the state insurance laws of those jurisdictions in which the Contracts may
lawfully be distributed and in which they solicit applications for such
Contracts.
4.) If a recommendation to an applicant to purchase a Contract is made by a
Registered Representative Xxxxxx/Dealer will take reasonable steps to
ensure that, after due inquiry, Broker/Dealer has reasonable grounds to
believe the purchase of each Contract is suitable for the applicant. In any
event, Broker/Dealer shall review all proposals for Contracts for
completeness and correctness as to form and will promptly forward to
Signator all applications, together with any payments received with the
applications, without deduction or reduction. Signator reserves the right
to reject any Contract application and return any payment made in
connection with an application which is rejected. Contracts issued on
applications accepted by JHLICO or JHVLICO will be forwarded to the
Registered Representative of Broker/Dealer for delivery to the Contract
owner.
5.) Broker/Dealer will perform the selling functions required by this
agreement only in accordance with the terms and conditions of the then
current prospectus applicable to the Contracts and will make no
representations not included in the prospectus or in any authorized
supplemental material.
6.) Signator will provide Broker/Dealer with prospectuses, and any
supplements or amendments thereto, describing the Contracts subject to this
Agreement. Signator is responsible for maintaining in effect in accordance
with the requirements of the Securities and Exchange Commission each
Registration Statement of which the prospectus is part. Signator will
immediately notify Broker/Dealer of the issuance of any stop order or any
Federal or state regulatory proceeding which would prevent the sale of
Contracts in any state or jurisdiction.
7.) Compensation payable on sales of the Contracts solicited by
Broker/Dealer will be paid to Broker/Dealer by Signator in accordance with
the compensation schedules defined under the AnnuityNet "Marketing
Agreement" related thereto, as in effect at the time the contract premiums
or considerations are received by JHLICO or JHVLICO, or such alternative
compensation agreement as may be agreed to by Broker/Dealer. Compensation
to the Registered Representative for Contracts solicited by the Registered
Representative will be governed by an agreement between Broker/Dealer and
its Registered Representative.
8.) In the event of any surrender of a Contract within the 10 day "free
look" period or, in the case of a variable life insurance policy, within 10
days after the mailing of the Notice of Withdrawal Right, any compensation
payable to Broker/Dealer or its Registered Representatives will not be
payable or will be refunded by Broker/Dealer if previously paid, in
accordance with the terms of the Independent Producer's Commission
Agreement.
9.) This agreement may not be assigned except by mutual consent and will
continue for an indefinite term, subject to the termination by either party
by ten days advance written notice to the other party, except that in the
event Signator or Broker/Dealer ceases to be a registered broker/dealer or
a member of the NASD, this agreement will immediately terminate. Upon its
termination, all authorizations, rights and obligations shall cease, except
the agreement in Section 11, the indemnifications in Section 12 and the
payment of any accrued but unpaid compensation to Broker/Dealer.
2
10.) 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 not as an agent or employee of Signator, JHLICO or JHVLICO
or any registered investment company. In furtherance of its
responsibilities as a broker or dealer, Broker/Dealer acknowledges that it
is responsible for statutory and regulatory compliance in securities
transactions involving any business produced by its Registered
Representatives concerning the Contracts.
For the purpose of compliance with any applicable state insurance laws or
regulations, Broker/Dealer acknowledges and agrees that only while
performing the insurance-selling functions reflected by this agreement are
Broker/Dealer's Registered Representatives acting as the licensed insurance
agents of JHLICO or JHVLICO or both and in that capacity are authorized
only to solicit applications for the Contracts which will not become
effective until acceptance by JHLICO or JHVLICO.
11.) Broker/Dealer and Signator jointly agree to cooperate fully in any
insurance or securities regulatory investigation or proceeding or judicial
proceeding arising in connection with any Contract. Without limiting the
foregoing:
(a) Broker/Dealer will be notified promptly of any customer complaint
or notice of any regulatory authority investigation or proceeding or
judicial proceeding received by Signator with respect to any Contract.
(b) Broker/Dealer will promptly notify Signator of any customer
complaint or notice of any regulatory authority investigation or
proceeding or judicial proceeding received by Broker/Dealer with
respect to any Contract.
12.) (a) Signator agrees 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 Securities Act of 1933 or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact required to be stated therein or necessary to make the
statements therein not misleading contained (i) in any Registration
Statement, any prospectus or any document executed by Signator, JHLICO or
JHVLICO specifically for the purpose of qualifying a Contract for sale
under the laws of any jurisdiction or (ii) in any written information or
sales material authorized for and supplied or furnished to Broker/Dealer
and its agents or representatives by Signator, its employees or agents, in
connection with the sale of the Contract, and Signator will reimburse
Broker/Dealer and each such controlling person for legal or other expenses
reasonably incurred by Broker/Dealer or such controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action.
(b) Xxxxxx/Dealer agrees to indemnify and hold harmless Signator, XXXXXX
and JHVLICO and each of their directors and officers against any losses,
claims, damages or liabilities to which Signator, XXXXXX and JHVLICO and
any such director or officer may
3
become subject under the Securities Act of 1933 and state insurance laws or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon:
(i) any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sale practices concerning a
Contract by Broker/Dealer or
(ii) claims by agents or representatives or employees of Broker/Dealer
for commissions or other compensation or remuneration of any type or
(iii) failure by agents, representatives or employees of Broker/Dealer
to comply with all applicable state insurance laws and regulations
including but not limited to state licensing requirements, rebate
statutes and replacement regulations, and the provisions of this
Agreement; and Broker/Dealer will reimburse Signator, JHLICO and
JHVLICO and any director or officer thereof for any legal or other
expenses reasonably incurred by Signator, JHLICO and JHVLICO or such
director or officer in connection with investigating or defending any
such loss, claim, damage, liability or action.
(c) After receipt by a party entitled to indemnification of notice of the
commencement of any action, if a claim in respect thereof is to be made
against any person obligated to provide indemnification, such indemnified
party will notify the indemnifying party in writing of the commencement
thereof as soon as practicable thereafter, and the omission so to notify
the indemnifying party will not relieve it from any liability, except to
the extent that the omission results in a failure of actual notice to the
indemnifying party and such indemnifying party is damaged solely as a
result of the failure to give such notice.
13.) All notices to Signator should be mailed to:
Xxxxx X. Xxxxxx
Vice President, Counsel and Corporate Secretary
Signator Investors, Inc.
000 Xxxxxxxxx Xxxxxx, X-00
Xxxxxx, XX 00000
All notices to Broker/Dealer will be duly given and mailed to the
address shown below.
4
Xxxxxxx Xxxx
General Counsel
AnnuityNet Insurance Agency, Inc.
000-X Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
14.) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
15.) This Agreement shall be effective as of _____________________,
2000.
In reliance on the representations set forth and in consideration of
the undertakings described, the parties represented below do hereby
contract and agree.
SIGNATOR INVESTORS, INC. ANNUITYNET INASURANCE AGENCY, INC.
By: By:
-------------------------------- --------------------------------
Signature Signature
Xxxxx X. Xxxxxx Xxxx Xxxxxxx
-------------------------------- --------------------------------
Print Name Print Name
Title: Vice President Title:
-----------------------------
President
Counsel and Corporate Secretary
-------------------------------------- --------------------------------------
5
