EX-c.3
GENERAL DISTRIBUTOR AGREEMENT
IT IS HEREBY AGREED by and between XXXXXXX NATIONAL LIFE INSURANCE
COMPANY ("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
0 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
TO JNLD:
Xxxxxxx National Life Distributors, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxx. 0000
Xxxxx 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 3rd day of May, 2004.
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Its: SENIOR VICE PRESIDENT AND GENERAL COUNSEL
XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC.
By: /S/ XXXXXX X. XXXXXXX
------------------------------------------------
Xxxxxx X. Xxxxxxx
Its: CHIEF FINANCIAL OFFICER
