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EXHIBIT 99.3(ii)
PROMOTIONAL AGENT AGREEMENT
AGREEMENT ("Agreement") made as of this _____ day of ________________,
1998 by and among Manufacturers Securities Services, LLC ("MSS"), 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"),
The Manufacturers Life Insurance Company of North America ("Manulife North
America"), a stock life insurance company issuing, developing and sponsoring
Insurance Products, and ManEquity, 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 - fixed and variable annuity contracts issued by
Manulife North America as of the date of this Agreement together with
any products developed during the period of this Agreement that are
regulated as insurance products under the laws of the several States
of the United States, some of which are also regulated as securities
under the federal securities laws.
Selling Agreements - contracts among Broker-Dealers, Promotional Agent
and MSS and Manulife North America providing for the distribution of
Insurance Products issued, sponsored or developed by Manulife North
America.
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, Manulife North America is in the business of issuing,
developing and sponsoring various Insurance Products;
WHEREAS, Manulife North America distributes such Insurance Products
through its wholly-owned subsidiary MSS, which is the principal
underwriter of all its products regulated under the federal securities
laws;
WHEREAS, MSS is authorized to enter into Selling Agreements with
Manulife North America's consent with Broker-Dealers for the
distribution of Insurance Products; and
WHEREAS, Promotional Agent wishes to assist MSS in making arrangements
with Broker-Dealers for the distribution of Insurance Products and in
promoting the sale thereof through such Broker-Dealers, and MSS wishes
the Promotional Agent to do so;
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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
MSS hereby appoints Promotional Agent as its non-exclusive agent for
the promotion of sales of the Insurance Products specified in Schedule
A hereto through Broker-Dealers, and Promotional Agent accepts such
appointments 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 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 prior
approval of MSS and Manulife North America as provided in Section VII
B of this Agreement;
C. PROMOTIONAL AGENT'S EXPENSES
Promotional Agent will be responsible for all expenses (excluding
first time and renewal licensing expenses for sellers of Insurance
Products) incurred in performing its duties under this Agreement.
V. DUTIES OF MSS AND MANULIFE NORTH AMERICA
A. DUTIES
MSS or Manulife North America shall to the extent they deem
appropriate and at their own expense:
(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
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United States and its territories and shall process all licensing,
registration and appointment applications of Broker-Dealers;
(ii) Underwrite fixed and variable annuity policies;
(iii) Issue fixed and variable annuity policies 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 MSS AND MANULIFE NORTH AMERICA
MSS and Manulife North America 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. 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
Manulife North America's or MSS'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 Manulife North America or
MSS (as applicable).
VIII. RECORDS
A. RECORD-KEEPING DUTIES
Promotional Agent, MSS and Manulife North America 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 MSS 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 MSS 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 State of Massachusetts.
E. COMPLAINTS AND INVESTIGATIONS
Promotional Agent, MSS and Manulife North America 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 MSS
(or any 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 this Section X.
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(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 the 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.
I. AMENDMENT
This Agreement or any schedule annexed hereto may be amended only in
writing signed by all the parties.
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MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
By:
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Name and Title:
Date:
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MANUFACTURERS SECURITIES SERVICES, LLC
By:
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Name and Title:
Date:
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MANEQUITY, INC.
By:
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Name and Title:
Date:
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SCHEDULE A
(i) Variable Annuities (including fixed accounts)
(ii) Such other Insurance Products as are from time to
time agreed by the parties to the foregoing Agreement
and added to this Schedule A in accordance therewith.
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SCHEDULE B
STATEMENT OF EXPENSES AND COMPENSATION
Promotional Agent shall be compensated as follows:
Venture Annuity:
Venuture Rollover Annuity:
