EX-99.1(3)(a)
GENERAL DISTRIBUTOR AGREEMENT
IT IS HEREBY AGREED by and between XXXXXXX NATIONAL LIFE INSURANCE COMPANY
OF NEW YORK ("COMPANY") and XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC. ("JNLD") as
follows:
I
COMPANY proposes to issue and sell certain Variable Life Policies
("Variable Life Policies") to the public through JNLD. JNLD agrees to provide
sales services subject to the terms and conditions hereof. Variable Life
Policies to be sold hereunder are any and all Variable Life Policies issued by
COMPANY through Xxxxxxx National Separate Account IV (the "Separate Account").
JNLD is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended, and is a member of the National Association of Securities Dealers,
Inc.
II
COMPANY authorizes JNLD and JNLD agrees to serve, during the term of this
Agreement, as the distributor of Variable Life Policies referred to above. JNLD
will distribute Variable Life Policies at a price to be set by COMPANY to
purchasers permitted to buy such Variable Life Policies as specified in the
prospectus.
III
JNLD is hereby authorized, subject to disapproval by COMPANY, to enter into
separate written agreements ("Selling Agreements") with broker-dealers
registered under the Securities Exchange Act of 1934, as amended, and members of
the National Association of Securities Dealers, Inc., to participate in the
distribution of Variable Life Policies as JNLD shall deem appropriate. The
Selling Agreements shall be in a form acceptable to COMPANY. Each Selling
Broker-Dealer and its registered representatives soliciting applications for
Variable Life policies ("Representatives") shall be duly and appropriately
licensed, appointed by COMPANY, registered and otherwise qualified for the sale
of Variable Life Policies under the NASD Rules and applicable federal and state
securities and insurance laws. Each Selling Broker-Dealer shall be responsible
for its Representatives continuing compliance with applicable securities
registration requirements and state insurance agent licensing laws.
IV
Each Selling Agreement shall provide as follows, in words or substance with
respect to the training and supervision of Representatives and other persons
associated with such Selling-Broker Dealer who are involved directly or
indirectly in the offer or sale of Contracts:
A. All such persons shall be subject to the control of such Selling-Broker
Dealer with respect to such persons' activities in connection with the sale of
Variable Life Policies. Such Selling-Broker Dealer shall be responsible for
training and supervision of all such persons. JNLD and COMPANY shall not have
responsibility for the training and supervision of any person associated with
such Selling-Broker Dealer. JNLD shall require such Selling Broker-Dealer to
agree to comply with COMPANY's statement in support of the concepts in the
Principles and Code of Ethical Market Conduct of the Insurance Marketplace
Standards Association (the "IMSA Principles and Code"), and to engage in active
and fair competition as contemplated by the IMSA Principles and Code.
B. Such Selling Broker-Dealer shall be required to assume full responsibility
for continued compliance by itself and its associated persons (as defined in
Section 3(a)(18) of the 0000 Xxx) with the NASD Rules and applicable federal and
state securities and insurance laws. Such Selling-Broker Dealer shall be
specifically charged with the responsibility of supervising its representatives'
compliance with all applicable suitability requirements under federal or state
law or the regulations of the NASD. Such Selling Broker-Dealer shall be
specifically charged with providing or arranging for adequate training to ensure
that representatives have thorough knowledge of each Variable Life Policy and
the ability to make appropriate product presentations and suitability
determinations in compliance with applicable law. Such Selling Broker-Dealer and
its representatives shall not recommend the purchase of a Variable Life Policy
to a prospective purchaser unless they have reasonable grounds to believe that
such purchase is suitable for the prospective purchaser and is in accordance
with applicable regulations of any regulatory authority, including the
Securities and Exchange Commission ("SEC") and the NASD. While not limited to
the following, a determination of suitability shall be based on information
concerning the prospective purchaser's insurance and investment objectives, risk
tolerance, need for liquidity, and financial and insurance situation and needs.
Any supervision of the Selling Broker-Dealer required by applicable law shall be
performed by JNLD, and JNLD shall assume any legal responsibilities of COMPANY
for the acts or omissions of any Selling Broker-Dealer or its Agents.
V
The parties hereto recognize that any Representative selling Variable Life
Policies as contemplated by this Agreement shall be acting as an insurance agent
of COMPANY and that the obligations and rights of JNLD to supervise such persons
shall be limited to the extent specifically described herein or required under
applicable federal or state securities laws or NASD Rules. Such Representatives
shall not be considered agents or employees of JNLD, unless any contract between
JNLD and any such person specifically provides otherwise. Further, it is
intended by the parties hereto that such Representatives have and shall continue
to be considered to have a common law independent contractor relationship with
COMPANY and not to be considered common law employees of COMPANY, unless any
contract between COMPANY and any person selling Variable Life Policies
specifically provides otherwise.
VI
JNLD shall be fully responsible for carrying out all compliance and
supervisory obligations in connection with the distribution of Variable Life
Policies, as required by the NASD Conduct Rules ("NASD Rules") and by federal
and any applicable state securities laws. JNLD shall assume full responsibility
for training and oversight of its representatives engaged directly or indirectly
in the distribution of Variable Life Policies, and shall have the authority to
require that disciplinary action be taken with respect to the representatives.
JNLD agrees to comply with COMPANY's statement in support of the concepts in the
IMSA Principles and Code, as such statement may be amended from time to time,
and to engage in active and fair competition as contemplated by the IMSA
Principles and Code.
VII
JNLD agrees to carry out its sales and administrative activities and
obligations under this Agreement in continuous compliance with the federal and
state laws and regulations, including those governing securities and insurance
related activities or transactions, as applicable. JNLD shall notify COMPANY
immediately in writing if JNLD fails to comply with any applicable law or
regulation.
VIII
COMPANY reserves the right to review and accept or reject all applications
for Variable Life Policies. All applications forwarded to COMPANY shall first be
approved as to suitability by an appropriate principal of the submitting
Selling-Broker Dealer. All premium payments for such Variable Life Policies
shall be sent promptly to the office designated for such by COMPANY.
IX
COMPANY shall furnish JNLD with copies of such information, financial
statements and other documents requested by JNLD for use in connection with the
distribution of Variable Life Policies, as may be deemed reasonable by COMPANY.
COMPANY shall provide to JNLD such number of copies of the currently effective
prospectus as JNLD and COMPANY shall agree upon from time to time. COMPANY
reserves the right to require the recall of any material approved by it at any
time for any reason, and JNLD shall promptly comply, and cause all Selling
Broker-Dealers to promptly comply.
X
JNLD is not authorized to give any information, make any representations,
or authorize anyone else to give any information or make any representation
concerning the Separate Account or COMPANY, other than as contained in the
current registration statement or prospectus filed with the Securities and
Exchange Commission or such sales literature as may be authorized by COMPANY.
XI
Both parties to this Agreement agree to keep necessary records as indicated
by applicable state and federal law and to render the necessary assistance to
one another for the accurate and timely preparation of such records. Each party
shall make such books and records reasonably available to the other party. The
parties shall promptly furnish each other with any reports and information the
other party may reasonably request for the purpose of meeting its reporting and
recordkeeping requirements under the insurance laws of any state, under any
applicable federal or state securities laws, rules or regulations, or under the
rules of the NASD.
XII
Commissions payable with respect to Variable Life Policies shall be paid by
COMPANY, and nothing herein shall obligate JNLD to pay any commissions or other
remuneration to the Representatives selling the Variable Life Policies or to
reimburse such Representatives for expenses incurred by them, nor shall JNLD
have any interest whatsoever in any commissions or other remuneration payable to
any Representative by COMPANY.
XIII
Each party will promptly notify the other of any customer complaint or
notice of any regulatory investigation or proceeding received by such party or
their respective affiliates relating to Variable Life Policies or any or
threatened or filed arbitration action or civil litigation arising out of the
offer or sale of Variable Life Policies. The parties shall cooperate fully in
investigating and responding to any such complaint, regulatory investigation or
proceeding, arbitration, or civil litigation, and in any settlement or trial of
any actions arising out of the conduct of business under this Agreement.
JNLD will include in each Selling Agreement a notification provision
comparable to this Paragraph requiring the Selling Broker-Dealer (a) to notify
JNLD and COMPANY promptly of any complaint or claim or any notice of any
regulatory investigation or proceeding received by the Selling-Broker Dealer or
its affiliates relating to JNLD, COMPANY, any associated person of JNLD or
COMPANY, any Variable Life Policy, or any or threatened or filed arbitration
action or civil litigation arising out of solicitation of the Variable Life
Policies, and (b) to cooperate with COMPANY and JNLD in investigating and
resolving such matter.
XIV
Each party (the "Indemnifying Party") hereby agrees to release, indemnify,
and hold harmless the other party, its officers, directors, employees, agents,
servants, predecessors or successors from any claims or liability arising out of
the breach of this Agreement by the Indemnifying Party or arising out of acts or
omissions of the Indemnifying Party or its agents, appointees, independent
contractors or employees not authorized by this Agreement, including the
violation of the federal and state securities laws and ERISA or arising from
acts of misrepresentation or false declaration concerning the products sold
hereunder.
XV
This Agreement shall remain in effect unless terminated as hereinafter
provided. This Agreement shall automatically terminate in the event of its
assignment by JNLD. This Agreement may be terminated by either party hereto at
any time upon not less than 60 days' written notice to the other party.
XVI
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by first class mail, registered or certified,
postage prepaid and properly addressed as follows:
TO COMPANY:
XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
0 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
TO JNLD:
Xxxxxxx National Life Distributors, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxx. 0000Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.
This Agreement is effective as of the ____ day of _________, ____________.
XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
By:________________________________________________
Xxxxxx X. Xxxxx
Its: Senior Vice President and General Counsel
XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC.
By:________________________________________________
Xxxxxxx X. Xxxxx
Its: President
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