EXHIBIT I A. (3) (b)
VARIABLE CONTRACTS
SELLING AGREEMENT
Xxxx Xxxxxxx Mutual Life Insurance Company ("JHMLICO"), as the distributor and
principal underwriter, and ("the Broker/Dealer"), enter into this
agreement effective with its execution by the Broker/Dealer for the purpose of
authorizing the Broker/Dealer to solicit applications for variable life
insurance and annuity contracts ("Contracts") distributed by JHMLICO on its own
behalf and on behalf of Xxxx Xxxxxxx Variable Life Insurance Company
("JHVLICO"), a subsidiary of JHMLICO. The parties represent as follows:
1. JHMLICO is engaged in the issuance of variable annuity contracts and
JHVLICO is engaged in the issuance of variable life insurance 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 JHMLICO as a
registered broker/dealer under the Securities Act of 1934 and as a member
of the National Association of Securities Dealers, Inc. ("NASD").
2. The Broker/Dealer certifies that it is a registered Broker/Dealer under the
Securities Exchange Act of 1934 and a member of the NASD. The
Broker/Dealer agrees to abide by all rules and regulations of the NASD,
including its Rules of Fair Practice, 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. The 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 the
Broker/Dealer in accordance with the rules of the NASD and they will be
properly licensed to represent JHMLICO 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. The Broker/Dealer will take reasonable steps to 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
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 JHMLICO all applications found
suitable, together with any payments received with the applications,
without deduction or reduction. JHMLICO 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
JHMLICO or JHVLICO will be forwarded to the registered representative of
the Broker/Dealer for delivery to the Contract owner.
5. The 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
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supplemental material. Any material prepared or used by the Broker/Dealer
or its registered representatives, which describes or must describe the
Contracts, or uses the name of JHVLICO, JHMLICO or the logos or Service
Marks of either must be approved by JHMLICO in writing prior to any such
use.
6. JHMLICO will provide Broker/Dealer with prospectuses, and any supplements
or amendments thereto, describing the Contracts subject to this Agreement.
JHMLICO 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. JHMLICO 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 the
Broker/Dealer will be paid to the Broker/Dealer by JHMLICO in accordance
with the compensation schedules defined under the Xxxx Xxxxxxx Mutual Life
Insurance Company Producer Agreements related thereto, as in effect at the
time the contract premiums or considerations are received by JHMLICO or
JHVLICO. Compensation to the registered representative for contracts
solicited by the registered representative will be governed by an agreement
between the Broker/Dealer and its registered representative. To the extent
requested by Broker/Dealer, registered representative compensation may be
paid directly to such registered representative by JHMLICO or JHVLICO
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 if priorly paid, in accordance with the terms
of the Producer's Contract.
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 JHMLICO or the 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 the Broker/Dealer.
10. For the purpose of compliance with any applicable Federal or state
securities laws or regulations, the 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 either JHMLICO or
JHVLICO or any registered investment company. 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 any business produced by its registered
representatives concerning the Contracts.
For the purpose of compliance with any applicable state insurance laws or
regulations, the Broker/Dealer acknowledges and agrees that only while
performing the insurance selling functions reflected by this
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agreement are the Broker/Dealer's registered representatives acting as the
licensed insurance agents of JHMLICO 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 JHMLICO or JHVLICO.
11. The Broker/Dealer and JHMLICO 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 JHMLICO with respect to any
Contract.
b. Broker/Dealer will promptly notify JHMLICO 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. (1) JHMLICO 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 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, any Prospectus or any document executed
by JHMLICO 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
JHMLICO, its employees or agents, in connection with the sale of the
Contract and JHMLICO 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.
(2) Broker/Dealer agrees to indemnify and hold harmless JHMLICO and each
of its directors and officers against any losses, claims, damages or
liabilities to which JHMLICO and any such director or officer may
become subject under the 1933 Act and 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:
(a) any unauthorized use of sales materials or any verbal or
written misrepresentations or any unlawful sales practices
concerning a Contract by Broker/Dealer or
(b) claims by agents or representatives or employees of
Broker/Dealer for commissions or other compensation or
remuneration of any type or
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(c) 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 will reimburse JHMLICO and any director or officer
for any legal or other expenses reasonably incurred by
JHMLICO or such director or officer in connection with
investigating or defending any such loss, claim, damage,
liability or action.
(3) 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 JHMLICO should be mailed to:
, Senior Vice President
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
P. O. Xxx 000
Xxxxxx, XX 00000
All notices to the Broker/Dealer will be duly given if mailed to the
address shown below.
14. This agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract
and agree.
Xxxx Xxxxxxx Mutual Life
Insurance Company .
By:_______________________ By:____________________________
Title:____________________ Title: ________________________
Date of Execution Date of Execution______________