EX-99.B3
GENERAL DISTRIBUTOR AGREEMENT
IT IS HEREBY AGREED by and between XXXXXXX NATIONAL LIFE INSURANCE COMPANY
("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 Variable and Fixed 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 Xxxxxxx National Separate Account -
III (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.
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.
X
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
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
TO JNFSI:
Xxxxxxx National Financial Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx 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 16th day of March, 1998
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Its: Sr. Vice President
XXXXXXX NATIONAL FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxx
---------------------
Xxxx X. Xxxxx
Its: Chief Operating Officer
