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EX-99.B3
GENERAL DISTRIBUTOR AGREEMENT
IT IS HEREBY AGREED by and between XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF
NEW YORK ("COMPANY") and XXXXXXX NATIONAL FINANCIAL SERVICES, INC. ("JNFSI") as
follows:
I
COMPANY proposes to issue and sell certain annuity contracts ("Annuity
Contracts") to the public through JNFSI. JNFSI agrees to provide sales
services subject to the terms and conditions hereof. Annuity Contracts to be
sold hereunder are the Xxxxxxx National Life Insurance Company of New York
Fixed and Variable Annuity Contracts and such other contracts as may hereafter
be agreed upon by the parties. Such Annuity Contracts will be issued by
COMPANY and the JNLNY Separate Account I (the "Separate Account"). JNFSI 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 grants to JNFSI the right, during the term of this Agreement, subject
to registration requirements of the relevant Federal securities laws, to be the
distributor of Annuity Contracts referred to above. JNFSI will distribute
Annuity Contracts at a price to be set by COMPANY and will make such
distributions to purchasers permitted to buy such Annuity Contracts as
specified in the prospectus.
III
JNFSI is hereby authorized, subject to disapproval by COMPANY, to enter into
separate 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 Annuity
Contracts as JNFSI shall deem appropriate. COMPANY reserves the right to
review and accept or reject all applications for Annuity Contracts. All
premium payments for such Annuity Contracts shall be sent to the office
designated for such by COMPANY.
IV
COMPANY shall furnish JNFSI with copies of such information, financial
statements and other documents requested by JNFSI for use in connection with
the distribution of Annuity Contracts, as may be deemed by reasonable by
COMPANY. COMPANY shall provide to JNFSI such number of copies of the currently
effective prospectus as JNFSI and COMPANY shall agree upon from time to time.
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V
JNFSI is not authorized to give any information, or to make any representations
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.
VI
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.
VII
Commissions payable with respect to Annuity Contracts shall be paid by COMPANY,
and nothing herein shall obligate JNFSI to pay any commissions or other
remuneration to the registered representatives selling the Annuity Contracts or
to reimburse such registered representatives for expenses incurred by them, nor
shall JNFSI have any interest whatsoever in any commissions or other
remuneration payable to registered representative by COMPANY.
VIII
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.
IX
This Agreement shall remain in effect unless terminated as hereinafter
provided. This Agreement shall automatically terminate in the event of its
assignment by JNFSI. This Agreement may at any time be terminated by either
party hereto upon not less than 60 days' written notice to the other party.
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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
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
TO JNFSI:
Xxxxxxx National Financial Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
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 19th day of September, 1997.
XXXXXXX NATIONAL LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Its: Vice President, Secretary and General Counsel
XXXXXXX NATIONAL FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its: President and Chief Executive Officer
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