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PROMOTIONAL AGENT AGREEMENT
AGREEMENT ("Agreement") made as of this _____ day of ________________,
1999 by and among ManEquity, Inc. ("ManEquity"), a broker-dealer registered
under the Securities Exchange Act of 1934 (1934 Act") and a member of the
National Association of Securities Dealers, Inc. ("NASD"), and Xxxx Xxxxx
Associates, Inc. ("Promotional Agent"), also registered as a broker-dealer under
the 1934 Act and a member of the NASD.
I. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
set forth below:
Insurance Products - life insurance contracts, as specified in Schedule
A attached hereto, issued by The Manufacturers Life Insurance Company
of America ("ManAmerica") as of the date of this Agreement. Additional
products may be added with written consent of all parties to this
Agreement.
Selling Agreements - contracts among Broker-Dealers, ManEquity and
ManAmerica providing for the distribution of Insurance Products issued,
sponsored or developed by ManAmerica.
Broker-Dealers - brokerage firms and insurance agencies (to the extent
they are licensed to sell Insurance Products) that have entered into
Selling Agreements to distribute Insurance Products to retail
customers.
II. INTRODUCTION
WHEREAS, ManAmerica is in the business of issuing, developing and
sponsoring various Insurance Products;
WHEREAS, ManAmerica distributes such Insurance Products through its
affiliate ManEquity, which is the principal underwriter of all its
products regulated under the federal securities laws;
WHEREAS, ManEquity is authorized to enter into Selling Agreements with
ManAmerica's consent with Broker-Dealers for the distribution of
Insurance Products; and
WHEREAS, Promotional Agent wishes to assist ManEquity in making
arrangements with Broker-Dealers for the distribution of Insurance
Products and
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in promoting the sale thereof through such Broker-Dealers, and
ManEquity wishes Promotional Agent to do so;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
III. APPOINTMENT OF PROMOTIONAL AGENT
A. APPOINTMENT
ManEquity hereby appoints Promotional Agent as its non-exclusive agent
for the promotion of sales of Insurance Products through
Broker-Dealers, and Promotional Agent accepts such appointment subject
to the terms and conditions set forth herein.
IV. DUTIES OF PROMOTIONAL AGENT
A. PROMOTION OF CONTRACTS
Promotional Agent agrees to use its best efforts to promote the sale of
Insurance Products through Broker-Dealers, and in furtherance thereof
Promotional Agent shall to the extent it deems appropriate and at its
own expense:
(i) Use its best efforts to secure, or cause others to secure, duly
qualified Broker-Dealers to enter into Selling Agreements for the
distribution of Insurance Products;
(ii) Prepare or cause to be prepared sales and promotional materials,
such materials being subject, however, to the approval of ManEquity and
ManAmerica as provided in Section VII B of this Agreement;
(iii) File or cause to be filed with the NASD all sales and promotional
materials that are required to be reviewed by the NASD.
V. DUTIES OF MANEQUITY AND MANAMERICA
A. DUTIES
ManEquity or ManAmerica shall to the extent they deem appropriate and
at their own expense:
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(i) Where permitted, obtain such corporate registrations and agent
licenses as are necessary to carry on business and issue and sell
Insurance Products in all states of the United States and its
territories and shall process all licensing and appointment
applications of Broker-Dealers;
(ii) Underwrite Insurance Products;
(iii) Issue Insurance Products and provide full administration services
therefore;
(iv) Draft and file as required, prospectuses, contracts, application
forms and Selling Agreements;
(v) Comply with all other legal and regulatory requirements in respect
of Insurance Products; and
(vi) Review any marketing materials prepared by Promotional Agent
promptly.
B. COOPERATION OF MANEQUITY AND MANAMERICA
ManEquity and ManAmerica agree that to the extent the cooperation or
concurrence of one is required to enable the other to fulfill its
obligations pursuant to this Agreement, they will cooperate or concur
to the extent permitted by law.
VI. COMPENSATION
A. COMPENSATION SCHEDULE
In consideration of providing the services called for under this
Agreement, with respect to each category of Insurance Products the
Promotional Agent shall receive the compensation detailed in Schedule B
("Statement of Expenses and Compensation") attached hereto and as
amended from time to time pursuant to Section X, paragraph I of this
Agreement. Compensation shall be paid to Promotional Agent within
Fifteen (15) days of the close of each month. Such compensation shall
constitute full compensation to Promotional Agent for all services
performed under this Agreement.
VII. LIMITATIONS ON PROMOTIONAL AGENT'S AUTHORITY
A. SOLICITATION
Nothing contained herein shall be construed as granting authority to
Promotional Agent to sell Insurance Products directly to, or solicit
applications for Insurance Products directly from, customers or
prospective customers.
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B. MARKETING MATERIALS
Promotional Agent will not use any marketing materials without
ManEquity's or ManAmerica's prior review and written approval.
C. RESTRICTION ON INFORMATION
Neither Promotional Agent nor its representatives, employees and
affiliated companies are authorized to give any information or make any
representations concerning Insurance Products other than those
contained in any registration statements or related prospectuses and
statements of additional information filed with the Securities and
Exchange Commission relating thereto or in such sales literature as may
be specifically authorized in writing by ManEquity or ManAmerica (as
applicable) .
VIII. RECORDS
A. RECORD-KEEPING DUTIES
Promotional Agent, ManEquity and ManAmerica agree to keep all necessary
records as are required of each by applicable federal and state law and
acceptable business practices and to render any necessary assistance to
one another for the accurate and timely preparation of such records.
The parties to this Agreement, their representatives and the
representatives of any regulatory body with jurisdiction, during normal
business hours and upon five (5) days written notice, shall have access
to any records pertaining to this Agreement maintained by the other
parties hereto for purposes of reviewing or copying same.
IX. CUSTOMER CONFIDENTIALITY
A. CONFIDENTIALITY
Promotional Agent agrees that the names and addresses of all customers
and prospective customers of ManEquity and ManAmerica and of any
affiliated company, which may come to the attention of Promotional
Agent or any company or person affiliated with Promotional Agent, are
confidential. Such customer information shall not be used without the
prior written consent of ManEquity or ManAmerica by Promotional Agent
or any company or person affiliated with Promotional Agent for any
purposes whatsoever except as may be necessary in connection with
Insurance Products covered by this Agreement.
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X. GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any
of the conditions, but the same shall remain in full force and effect.
No waiver of any of the provisions of this Agreement shall be deemed to
be, or shall constitute, a waiver of any other provisions, whether or
not similar, nor shall any waiver constitute a continuing waiver.
B. BINDING EFFECT
This Agreement shall be binding on, and shall inure to the benefit of,
the parties to it and their respective successors and permitted
assigns, provided that this Agreement or any rights or obligations
hereunder may not be assigned without the prior written consent of the
parties hereto.
C. REGULATIONS
All parties agree to observe and comply with all laws, rules and
regulations applicable to the business contemplated by this Agreement.
D. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
E. COMPLAINTS AND INVESTIGATIONS
Promotional Agent, ManEquity and ManAmerica agree to cooperate fully in
the event of any regulatory investigation, inquiry or proceeding,
judicial proceeding or customer complaint involving Insurance Products.
F. TERMINATION
(a) This Agreement shall be for a period of five (5) years from the
date first mentioned above renewable automatically for one year periods
thereafter unless terminated by any party at the end of the five year
period or thereafter at the end of any one year period.
(b) This Agreement will terminate automatically if either ManEquity (or
any
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successor thereto) or Promotional Agent should cease to be a registered
broker-dealer under the 1934 Act or a member of the NASD. Termination
shall not affect the obligations of the parties under Section IX of
this Agreement or under paragraph D of Section X.
(c) This Agreement may be terminated by mutual consent of all the
parties to the Agreement.
G. AMENDMENT
This Agreement or any schedule annexed hereto may be amended only in
writing signed by all parties.
H. COUNTERPARTS
This Agreement may be signed by the parties in counterpart.
The parties hereby execute this Agreement effective the date first
mentioned above.
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THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
By: ________________________________________________
Name
Title:
MANEQUITY, INC.
By: ________________________________________________
Name
Title:
XXXX XXXXX ASSOCIATES, INC.
By: __________________________________________________
Name
Title:
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SCHEDULE A
(i) Single Premium Variable Universal Life Insurance.
(ii) Such other Insurance Products as are from time to time agreed by
the parties to the foregoing AgreEment and added to this schedule in
accordance therewith.
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SCHEDULE B
STATEMENT OF EXPENSES AND COMPENSATION
Promotional Agent shall be compensated as follows:
Single Premium Variable Universal Life Insurance - 1.75% of total premiums.
