EXHIBIT (3c)
XXXXXXX & XXXXXX
BROKER/DEALER'S
AGREEMENT
Keyport Life Insurance Company ("Keyport"), Keyport Financial Services Corp.
("KFSC") and Xxxxxxx & Xxxxxx Investor Services, Inc. ("M&N") hereby agree as
follows:
1. KFSC is a principal underwriter for variable annuity contracts issued by
Keyport pursuant to separate accounts of Keyport and for other contracts
issued by Keyport that are subject to registration under the Securities Act
of 1933.
2. M&N desires to enter into a distribution agreement with KFSC and to have
its registered representatives appointed as agents of Keyport for the
purpose of selling the contract(s) (hereafter "Contracts").
3. M&N certifies that it is a registered broker-dealer under the Securities
Exchange Act of 1934 and is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). M&N agrees to abide
by all rules and regulations of the NASD and to comply with all applicable
state and federal laws and the rules and regulations of authorized
regulatory agencies affecting the sale of the Contracts.
4. M&N will select persons associated with it who are to be appointed as
agents of Keyport to solicit applications for the Contracts in conformance
with applicable state and federal laws. No agent will be permitted to
solicit for sales of the Contracts in New York or in any other state where
Keyport is not authorized to sell such Contracts and Keyport so notifies
M&N. Keyport will notify M&N in writing of all jurisdictions in which the
Contracts may be sold.
5. All solicitations for the Contracts will be made only by and compensation,
if any, for the solicitation of the Contracts shall be paid only to duly
authorized agents who possess the required licenses and appointments.
Continued solicitation for the Contracts shall be contingent upon the
continued qualification of such agents by possession of the required
licenses and appointments.
6. M&N shall have the responsibility to supervise all agents appointed under
this Agreement and shall indemnify and hold harmless the separate accounts,
the eligible mutual funds and their directors and trustees, KFSC, and
Keyport from any damage or expenses on account of any wrongful act by M&N,
its representatives, and agents in connection with the solicitation of
Contracts. Keyport and KFSC shall indemnify and hold harmless M&N from any
damages or expenses on account of any wrongful act by Keyport or KFSC.
7. M&N shall review all applications for the Contracts, accept them on M&N's
behalf, and promptly forward them to Keyport
(at the address shown on the then current prospectus for the Contracts)
together with any purchase payments received with such applications
without deduction for any compensation. Keyport has the right to reject
any application for a Contract and return any purchase payment made in
connection therewith. M&N shall be free to exercise its own judgment in
selling Contracts, including the choice of time, place and manner of
sale, and shall have no obligation to sell Contracts and failure to
sell Contracts shall not be a breach of this Agreement.
8. M&N will offer and sell the Contracts only in accordance with the terms and
conditions of the then current prospectuses applicable to the Contracts
and the eligible mutual funds and will make no representations not
included in the prospectuses or in any authorized supplemental material
approved by KFSC and Keyport. M&N shall not use or permit to be used
supplemental material or advertising media with regard to the Contracts
other than with the prior written approval of KFSC and Keyport.
9. M&N is performing the acts covered by this Agreement in the capacity of
independent contractor and not as an agent or employee of either KFSC or
Keyport. Neither KFSC nor Keyport shall be liable for any obligation, act
or omission of M&N.
10. M&N shall be paid by Keyport (on behalf of KFSC) compensation for the sale
of Contracts as set forth in the attached Compensation Schedule(s). Keyport
has the right to charge back any such compensation under the conditions
stated in such Schedule(s). Any Compensation Schedule can be changed by
KFSC and Keyport as of a specified date, provided such date is at least 10
days after the date the change is mailed to M&N's last known address. Any
such change will apply only to purchase payments received by Keyport after
the effective date of the change.
11. This Agreement shall take effect as of the date it is signed by Keyport,
which date is shown below. It shall continue in force from year to year
unless it is terminated. This Agreement may be terminated for any reason by
any party; such termination will become effective 60 days after the mailing
of a notice of termination to the other parties last known address. This
Agreement may be terminated by KFSC or Keyport for cause (i.e. M&N's
violation of any of the terms of this Agreement); such termination will
become effective on the 10th day after the mailing of a notice of
termination to the M&N's last known address if M&N has not cured the cause
by such day. Failure of KFSC or Keyport to terminate this Agreement upon
knowledge of a cause shall not constitute a waiver of the right to
terminate at a later time for such cause provided such cause has not been
cured in the interim. This Agreement shall immediately terminate
automatically if M&N shall cease to be a member of the NASD or to possess
the requisite licenses and appointments, and M&N agrees to immediately
notify KFSC and Keyport of such an occurrence. No provisions
of this Agreement other than numbers 6, 9, 10 and 12 shall continue in
force after any termination.
12. This Agreement may not be assigned by either party except with the written
consent of the non-assigning party. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
KEYPORT FINANCIAL SERVICES CORP. XXXXXXX & XXXXXX INVESTOR SERVICES, INC.
(NAME OF BROKER/DEALER)
BY: BY:
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(SIGNATURE OF AUTHORIZED PERSON)
TITLE: TITLE:
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DATE: DATE:
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KEYPORT LIFE INSURANCE COMPANY
BY:
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TITLE:
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DATE:
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