DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT made and effective this 1st day of August,
1996, by and between NYLIFE Distributors Inc. ("Distributor"), a Delaware
corporation, and New York Life Insurance and Annuity Corporation, ("NYLIAC"), a
Delaware corporation, on its own behalf and on behalf of Corporate Sponsored
Variable Universal Life Separate Account of NYLIAC (the "Account").
WITNESSETH:
WHEREAS, the Account was established by NYLIAC under the laws of the
State of Delaware, pursuant to a resolution of NYLIAC's Board of Directors in
order to set aside the investment assets attributable to certain corporate
sponsored variable universal life insurance policies ("Policies") issued by
NYLIAC;
WHEREAS, NYLIAC has registered the Account with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act");
WHEREAS, Distributor is and will be registered as a broker-dealer with
the SEC under the Securities Exchange Act of 1934 ("1934 Act"), and a member of
the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, NYLIAC has registered the Policies under the Securities Act
of 1933 and proposes to have the Policies sold and distributed through
Distributor, and Distributor is willing to sell and distribute such Policies
under the terms stated herein:
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Appointment As Distributor/Principal Underwriter. NYLIAC grants to
Distributor the exclusive right to be, and Distributor agrees to serve as,
distributor and principal underwriter of the Policies during the term of this
Agreement. Distributor agrees to use its best efforts to solicit applications
for the Policies and otherwise perform all duties and functions which are
necessary and proper for the distribution of the Policies.
2. Prospectus. Distributor agrees to offer the Policies for sale in
accordance with the registration statement and prospectus therefor then in
effect. Distributor is not authorized to give any information or to make any
representations concerning the Policies other than those contained in the
current prospectus therefor filed with the SEC or in such sales literature as
may be authorized by NYLIAC.
3. Considerations. All premiums, purchase payments or other monies
payable under the Policies shall be remitted promptly in full together with
such application, forms and any other required documentation to NYLIAC or its
designated servicing agent and shall become the exclusive property of NYLIAC.
Checks or money orders in payment under the Policies shall be drawn to the
order of "New York Life Insurance and Annuity Corporation" and may be remitted
by wire if prior written approval is obtained from NYLIAC.
4. Copies of Information. On behalf of the Account, NYLIAC shall
furnish Distributor with copies of all prospectuses, financial statements and
other documents which Distributor reasonably requests for use in connection
with the distribution of the Policies.
5. Registration Representation. Distributor represents that it is or
will be prior to the offer and sale of the Policies (i) duly registered as a
broker-dealer under the 1934 Act, (ii) a member in good standing of the NASD
and, (iii) to the extent necessary to offer the Policies, duly registered or
otherwise qualified under the securities laws of any state or other
jurisdiction. Distributor shall be responsible for carrying out its sales and
underwriting obligations hereunder in continued compliance with the NASD Rules
of Fair Practice and federal and state securities and insurance laws and
regulations.
6. Other Broker/Dealer Agreements. Distributor is hereby authorized to
enter into written sales agreements with other independent broker-dealers for
the sale of the Policies. All such sales agreements entered into by Distributor
shall provide that each independent broker-dealer will assume full
responsibility for continued compliance by itself and by its associated persons
with the NASD Rules of Fair Practice and applicable federal and state
securities and insurance laws, and shall be in such form and contain such other
provisions as NYLIAC may from time to time require. All associated persons of
such independent broker-dealers soliciting applications for the Policies shall
be duly and appropriately registered by the NASD and licensed and appointed by
NYLIAC for the sale of the Policies under the insurance laws of the applicable
states or jurisdictions in which such Policies may be lawfully sold. All
applications for the Policies solicited by such broker-dealers through their
representatives, together with any other required documentation and
premiums, purchase payments and other monies, shall be handled as set forth in
paragraph 3 above.
7. NYLIFE Securities Inc. Registered Representatives. In addition to
entering into sales agreements with other independent broker-dealers,
Distributor is hereby authorized to utilize representatives of NYLIFE
Securities Inc. ("NYLSEC"), acting on behalf of Distributor, to effect offers
and sales of the Policies. In this regard, Distributor agrees that it shall be
fully responsible for the following: (a) ensuring that no person shall offer or
sell the Policies on its behalf until such person is duly registered as a
representative of NYLSEC, duly licensed and appointed by NYLIAC, and
appropriately licensed, registered or otherwise qualified to offer and sell
such Policies under state and federal securities, insurance and other laws of
all states in which such Policies shall be sold; (b) ensuring that NYLSEC
supervises and controls its representatives who are soliciting applications for
the Policies; c) ensuring that NYLSEC takes all necessary and proper steps to
adequately train its representatives who are soliciting applications for the
Policies; and (d) taking all necessary and proper steps to ensure compliance on
a continuous basis with the NASD Rules of Fair Practice and with federal and
state securities and insurance law requirements concerning the offer and sale
of the Policies.
8. Insurance Licensing and Appointments. NYLIAC shall apply for the
proper insurance licenses and appointments in appropriate states or
jurisdictions for the designated persons acting on behalf of Distributor or
associated with other independent broker-dealers which have entered into sales
agreements with Distributor for the sale of the Policies; provided that NYLIAC
reserves the right to refuse to appoint any proposed registered representative
as an agent or broker, and to terminate an agent or broker once appointed.
9. Recordkeeping. NYLIAC and Distributor shall cause to be maintained
and preserved for the periods prescribed such accounts, books, and other
documents as are required of them by the 1940 Act, the 1934 Act, and any other
applicable laws and regulations. The books, accounts and records of NYLIAC, of
the Account, and of Distributor as to all transactions hereunder shall be
maintained so as to disclose clearly and accurately the nature and details of
the transactions. NYLIAC (or such other entity engaged by NYLIAC for this
purpose), on behalf of and as agent for Distributor, shall maintain
Distributor's books and records pertaining to the sale of the Policies to the
extent as mutually agreed upon from time to time by NYLIAC and Distributor;
provided that such books and records shall be the property of Distributor, and
shall at all times be subject to such reasonable periodic, special or other
audit or examination by the SEC, NASD, any state insurance commissioner and/or
all other regulatory bodies having jurisdiction. NYLIAC shall be responsible
for sending on behalf of and as agent for Distributor all required
confirmations on customer transactions in compliance with applicable
regulations, as modified by an exemption or other relief obtained by NYLIAC.
Distributor shall cause NYLIAC to be furnished with such reports as NYLIAC may
reasonably request for the purpose of meeting its reporting and recordkeeping
requirements under the insurance laws of the State of New York and any other
applicable states or jurisdictions. NYLIAC agrees that its records relating to
the sale of the Policies shall be subject to such reasonable periodic, special
or other audit or examination by the SEC, NASD, and any state insurance
commissioner and/or all other regulatory bodies having jurisdiction.
10. Commissions. NYLIAC shall have the responsibility for paying on
behalf of Distributor (i) any compensation to other broker-dealers and their
associated persons due under the terms of any sales agreements entered into
pursuant to paragraph 6 above, between Distributor and such broker-dealers as
agreed by NYLIAC; and (ii) all commissions or other fees to persons acting on
behalf of Distributor which are due for the sale of the Policies in the amounts
and on such terms and conditions as NYLIAC and Distributor shall determine.
Notwithstanding the preceding sentence, no broker-dealer, associated person or
other individual or entity shall have an interest in any deductions or other
fees payable to Distributor as set forth herein.
11. Expense Reimbursement. NYLIAC shall reimburse Distributor for all
costs and expenses incurred by Distributor in furnishing the services,
materials, and supplies required by the terms of this Agreement.
12. Indemnification. NYLIAC agrees to indemnify Distributor for any
losses incurred as a result of any action taken or omitted by Distributor, or
any of its officers, agents or employees, in performing their responsibilities
under this Agreement in good faith and without willful misfeasance, gross
negligence, or reckless disregard of such obligations.
13. Regulatory Investigations. Distributor and NYLIAC agree to
cooperate fully in any insurance or judicial regulatory investigation or
proceeding arising in connection with the Policies distributed under this
Agreement. Distributor and NYLIAC further agree to cooperate fully in any
securities regulatory inspection,
inquiry, investigation or proceeding or any judicial proceeding with respect to
NYLIAC, Distributor, their affiliates and their representatives to the extent
that such inspection, inquiry, investigation or proceeding or judicial
proceeding is in connection with the Policies distributed under this Agreement.
Without limiting the foregoing:
(a) Distributor will be notified promptly of any notice of
any regulatory inspection, inquiry, investigation or proceeding or
judicial proceeding received by NYLIAC with respect to Distributor or
any representative or which may affect NYLIAC's issuance of any
Policies marketed under this Agreement; and
(b) Distributor will promptly notify NYLIAC of any notice of
any regulatory inspection, inquiry, investigation or judicial
proceeding received by Distributor or any representative with respect
to NYLIAC or its affiliates in connection with any Policies
distributed under this Agreement. In the case of a customer complaint,
Distributor and NYLIAC will cooperate in investigating such
complaint and shall arrive at a mutually satisfactory response.
14. Termination.
(a) This Agreement may be terminated by either party hereto upon
60 days prior written notice to the other party.
(b) This Agreement may be terminated upon written notice of one
party to the other party hereto in the event of bankruptcy or insolvency of
such party to which notice is given.
(c) This Agreement may be terminated at any time upon the mutual
written consent of the parties hereto.
(d) Distributor shall not assign or delegate its responsibilities
under this Agreement without the written consent of NYLIAC.
(e) Upon termination of this Agreement, all authorizations, rights
and obligations shall cease except the obligations to settle accounts
hereunder, including payments or premiums or contributions subsequently
received for Policies in effect at the time of termination or issued pursuant
to applications received by NYLIAC prior to termination.
15. Regulatory Impact. This Agreement shall be subject to, among other
laws, the provisions of the 1940 Act and the 1934 Act and the rules,
regulations, and rulings thereunder and of the NASD, from time to time in
effect, including such exemptions from the 1940 Act as the SEC may grant, and
the terms hereof shall be interpreted and construed in accordance therewith.
Without limiting the generality of the foregoing, the term "assigned" shall not
include any transaction exempted from section 15(b)(2) of the 1940 Act.
Distributor shall submit to all regulatory and administrative bodies
having jurisdiction over the operations of the Account, and will provide any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws or regulations.
16. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
17. Choice of Law. This Agreement shall be construed, enforced and
governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective duly authorized officials as of the day and year
first above written.
Attest: NYLIFE DISTRIBUTORS INC.
/s/Xxxxxx Xxxxxxxxx By /s/Xxxxxxxxx X. Xxxxx
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Attest: NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
/s/Xxxxxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxxxx
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