Exhibit 3(ii)
BROKER/DEALER'S AGREEMENT
New England Variable Life Insurance Company ("NEVLICO"), New England Securities
Corporation ("NES") and ________________________________________________________
("Broker/Dealer") hereby agree as follows:
1. NES is principal underwriter for variable annuity contracts issued by
NEVLICO pursuant to separate accounts of NEVLICO and for other contracts
issued by NEVLICO that are subject to registration under the Securities Act
of 1933.
2. Broker/Dealer desires to enter into a distribution agreement with NES and
to have its registered representatives appointed as agents of NEVLICO for
the purpose of selling the contract(s) (hereinafter "Contracts") for which
a Compensation Schedule has been attached to this Agreement.
3. Broker/Dealer certifies that it is a registered broker/dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). Broker/Dealer
agrees to abide by all rules and regulations of the NASD and to comply with
all applicable state and federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the Contracts.
4. Broker/Dealer will select persons associated with it who are to be
appointed as agents of NEVLICO to solicit applications for the Contracts in
conformance with applicable state and federal laws. No agent will be
permitted to solicit for sales of the Contracts in any state where NEVLICO
is not authorized to sell such contracts.
5. All solicitations for the Contracts will be made only by individuals who
are duly authorized agents of NEVLICO and registered representatives of
Broker/Dealer who possess the required licenses and appointments, and
Broker/Dealer will pay compensation only to such agents. Continued
solicitation for the Contracts shall be contingent upon the continued
qualification of such agents by possession of the required licenses and
appointments.
6. Broker/Dealer shall have the responsibility to train and supervise all
agents appointed under this Agreement and shall indemnify and hold harmless
the separate accounts, the eligible mutual funds and their directors and
trustees, NES, and NEVLICO from any loss, claim, damage or expenses on
account of any negligence, misconduct, breach of this Contract or wrongful
act by Broker/Dealer, its employees, representatives, and agents in
connection with the solicitation of Contracts.
7. Broker/Dealer shall review all applications for the Contracts (including
reviewing them for suitability), accept them on Broker/Dealer's behalf, and
promptly forward them to
NEVLICO (at the address shown on the then current prospectus for the
Contracts) together with any purchase payments received with such
applications. NEVLICO has the right to reject any application for a
Contract and return any purchase payment made in connection therewith.
8. Broker/Dealer will offer and sell the Contracts only in accordance with the
terms and conditions of the then current prospectuses applicable to the
Contracts and the eligible mutual funds and will make no representations
not included in the prospectuses or in any authorized supplemental material
approved by NES and NEVLICO. Broker/Dealer shall not use or permit to be
used supplemental material or advertising media with regard to the
Contracts other than with the prior written approval of NES and NEVLICO.
9. Broker/Dealer is performing the acts covered by this Agreement in the
capacity of independent contractor and not as an agent or employee of
either NES or NEVLICO. Neither NES nor NEVLICO shall be liable for any
obligation, act or omission of Broker/Dealer.
10. Broker/Dealer shall be paid by NEVLICO (on behalf of NES) compensation for
the sale of Contracts as set forth in the attached Compensation
Schedule(s). NEVLICO has the right to charge back any such compensation
under the conditions stated in such Schedule(s). Any Compensation Schedule
can be changed by NES and NEVLICO as of a specific date, provided such date
is at least 10 days after the date the change is mailed to Broker/Dealer's
last known address. Any such change will apply only to business submitted
after the effective date of the change.
11. NEVLICO may offset against any claim for compensation herein any debts now
due or which may become due NEVLICO from Broker/Dealer or from a General
Agent affiliated with Broker/Dealer, and such debts shall be a first lien
against any compensation due Broker/Dealer hereunder. Broker/Dealer may not
offset against any such debts any compensation accrued or to accrue
hereunder but not yet payable to Broker/Dealer.
12. This Agreement shall take effect as of the date it is signed by NEVLICO,
which date is shown below. It shall continue in force from year to year
unless it is terminated. This Agreement may be terminated for any reason by
any party; such termination will become effective 60 days after the mailing
of a notice of termination to the other party's last known address. This
Agreement may be terminated by NES or NEVLICO for cause (i.e.
Broker/Dealer's violation of the terms of this Agreement); such termination
will become effective upon the mailing of notice of termination to the
Broker/Dealer's last known address. Failure of NES or NEVLICO to terminate
this Agreement upon knowledge of a cause shall not constitute a waiver of
the right to terminate at a later time for such cause. This Agreement shall
immediately terminate automatically if Broker/Dealer shall cease to be a
member of the NASD or to possess the requisite licenses and appointments,
and Broker/Dealer agrees to immediately notify NES and NEVLICO of such an
occurrence. No provisions of this Agreement other than numbers 6, 9, 10, 11
and 13 shall continue in force after any termination and the provisions of
number 10 shall be subject to any limitations contained in the Compensation
Schedule(s).
13. This Agreement may not be assigned by Broker/Dealer except with the written
consent of NES and NEVLICO. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
New England Securities Corp.
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(Name of Broker/Dealer)
BY: BY:
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(Signature of Authorized Person)
TITLE: TITLE:
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DATE: DATE:
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New England Variable Life Insurance Company
BY:
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TITLE:
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DATE:
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