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Exhibit 1.(3)(a)[1]
Distribution Agreement between NYLIFE Securities Inc. and NYLIAC
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DISTRIBUTION AGREEMENT
RELATING TO MULTI-FUNDED ANNUITIES AND
VARIABLE LIFE INSURANCE
AGREEMENT, made as of this 1st day of November, 1983, between New York
Life Insurance and Annuity Corporation ("NYLIAC"), a Delaware corporation
having its principal office at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000
and New York Life Variable Contracts Corporation ("Broker"), a New York
corporation, having its principal office at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, and being a registered broker/dealer under the Securities Exchange
Act of 1934 ("Securities Exchange Act").
1. NYLIAC is engaged, among other things, in the issuance and sale
of multi-funded annuity contracts ("contracts") and variable life insurance
policies ("Policies"), pursuant to the insurance laws of the State of Delaware,
as well as other states of the United States and the District of Columbia.
2. The Contracts and the Policies may be deemed to be securities
under the federal securities law and the laws of some states.
3. In connection with the issuance and sale of Contracts and
Policies, NYLIAC proposes to have many of its licensed life insurance agents
and others, which it may designate from time to time (collectively referred to
as "Agents"), sell or engage in the sale of the Contracts and Policies, and for
such purpose desires to have the Agents become and continue to be registered
representatives associated with the Broker.
4. NYLIAC and the Broker desire to enter into an agreement, pursuant
to which the Broker will select, train, license and supervise the Agents, all
as more particularly described herein.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. NYLIAC will furnish to the Broker the names of those agents
designated by it to sell the Contracts and Policies and who indicate a
willingness to become registered representatives.
2. The Broker will, after careful investigation, select, or cause to
be selected, the Agents who are to be trained and qualified to make such sales,
will use its best efforts to train, or cause to be trained, such Agents so that
they may become qualified under applicable federal and state laws, and in
accordance with the requirements of the National Association of Securities
Dealers ("NASD"), to sell the Contracts and the Policies and become registered
representatives of the Broker.
3. Upon request, the Broker will furnish NYLIAC, in writing, a list
of those Agents who have become so qualified and the date of such qualification
and also a list of those Agents who are not selected or who have failed to
qualify. In the event that an Agent who has qualified fails or refuses to
submit to the supervision of the Broker in accordance with this Agreement, or
otherwise fails to comply with the rules and standards imposed by the Broker on
its registered representatives, the Broker shall certify such fact to NYLIAC
and shall immediately notify Agent that he is no longer authorized to sell the
Contracts and the Policies and the Broker and NYLIAC shall take whatever
additional action may be necessary to terminate the sales activities of the
Agent relating to the Contracts and the Policies.
4. Prior to permitting any Agent to sell the Contracts and the
Policies, NYLIAC, the Broker and the Agent will enter into a mutually
satisfactory agreement pursuant to which the Agent will acknowledge that he
will be a registered representative of the Broker in connection with his
securities activities relating to the Contracts and the Policies, that such
activities will be under the supervision of the Broker and any supervisor
designated by the Broker, and that the Agent's right to continue to sell the
Contracts and the Policies is subject to his continued compliance with such
agreement and the rules and procedures established by the Broker for compliance
with applicable federal, state and NASD requirements.
5. The Broker will comply with all applicable federal, state and
NASD requirements and will establish such rules and procedures as may be
necessary for the diligent supervision of the securities activities of the
Agents relating to the Contracts and the Policies. Upon request by the Broker,
NYLIAC will furnish or require the Agents to furnish such appropriate records
as may be necessary to insure such diligent supervision. NYLIAC will furnish
to the Broker the names of all those persons who are designated to assist in
the supervision of the Agents in the securities activities related to the
Contracts and the Policies and who will become persons associated with the
Broker and will be registered with the NASD. In the event any such person
shall fail or refuse to provide such supervision to the satisfaction of the
Broker, the Broker shall certify such fact to NYLIAC. If NYLIAC fails to
furnish a replacement for such person or the Broker is unable, otherwise, to
furnish proper supervision, the authority of any Agents, who remain
unsupervised by such failure to sell the Contracts and the Policies, shall be
withdrawn.
6. All monies paid by or on behalf of the owners of the Contracts or
the Policies or other persons having an interest in the Contracts or the
Policies will be paid to and will be the property of NYLIAC.
7. Monies payable to Agents, in connection with the sale of the
Contracts and the Policies, shall be paid by NYLIAC to the Agents under the
existing procedures of NYLIAC for the payment of commissions to its Agents, and
nothing contained herein will obligate the Broker to pay any commissions or
other remuneration to the Agents or to reimburse the Agents for expenses
incurred by them, nor will the Broker have any interest whatsoever in any
commissions or other remuneration payable to the Agents by NYLIAC.
8. All books and records maintained in connection with the offer and
sale of the Contracts and the Policies will be maintained and preserved in
conformity with the applicable requirements of the Securities Exchange Act, and
the rules and regulations
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promulgated thereunder, to the extent that such requirements are applicable to
the Contracts and the Policies and operations relating thereto. All such books
and records which are the property of the Broker shall be maintained by NYLIAC
on behalf of and as agent for the Broker. Such books and records will at all
times be subject to inspection by the Securities and Exchange Commission
("SEC") in accordance with the applicable provisions of the Securities and
Exchange Act.
9. The Broker will assume full responsibility for the sales activities of
the Agents relating to the Contracts and the Policies and for initial and
continued compliance by itself and the Agents with applicable federal, state and
NASD requirements, and, in connection therewith, may demand and receive such
assurances from NYLIAC, as it deems appropriate, demonstrating compliance with
the Securities Act of 1933 and the Investment Company Act of 1940.
10. NYLIAC and the Broker shall agree on the value of the expenses
involved in the discharge by the Broker and NYLIAC of their respective
obligations under this Agreement and any difference therein will be settled by
appropriate payments at least annually.
11. This Agreement may not be assigned by NYLIAC or the Broker, except by
mutual consent and shall continue for a period of one year, and from year to
year thereunder, subject to termination by either party at any time upon 60
days written notice to the other party and to the SEC, except that in the event
the Broker shall cease to be a registered broker/dealer under the Securities
Exchange Act, this Agreement shall immediately terminate.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
By: /s/Xxxxx X. Xxxxxxxxx
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President
Attest:
/s/Xxxxxxxx X. XxXxxx
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Assistant Secretary
NEW YORK LIFE VARIABLE
CONTRACTS CORPORATION
By: /s/Xxxxxx X. Xxxxxxxx
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President
Attest
/s/Xxxxxx Xxxxx
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Assistant Secretary
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AMENDMENT NO. 1
Dated as of July 30, 1984
To
Distribution Agreement
Dated as of November 1, 1983
Between
New York Life Variable Contracts Corporation
(predecessor in interest to New York Life Securities Corp.)
And
New York Life Insurance and Annuity Corporation
* * * * *
New York Life Securities Corp. ("Broker"), the predecessor in interest
to New York Life Variable Contracts Corporation ("V.C.C."), and New York Life
Insurance and Annuity Corporation ("NYLIAC"), hereby mutually agree to amend
that certain Distribution Agreement ("Agreement"), dated as of November 1,
1983, between V.C. and NYLIAC, in the manner herein set forth:
(i) paragraph 3 of the Agreement is deleted, in its entirety, and
a new paragraph 3, in the form set forth immediately
hereunder, is substituted therefor, with the same force and
effect as if such paragraph had appeared in the Agreement, as
originally executed:
"3. Upon request, the Broker will furnish
NYLIAC, in writing, a list of those Agents who have
become so qualified and the date of such
qualification and also a list of those Agents who are
not selected or who have failed to qualify.
Notwithstanding the ultimate right of NYLIAC to
appoint and discharge agents, in the event an Agent
who has qualified fails or refuses to submit to the
supervision of the Broker in accordance with this
Agreement, or otherwise fails to comply with the
rules and standards imposed by the Broker on its
registered representatives, the Broker will certify
such fact to NYLIAC and will immediately notify the
Agent that such Agent is no longer authorized to sell
the Contracts and the Policies and the Broker and
NYLIAC will take whatever additional action may be
necessary to terminate the sales activities of the
Agent relating to the Contracts and the Policies."
(ii) Paragraph 9 of the Agreement is deleted, in its entirety, and
a new paragraph 9, in the form set forth immediately hereunder, is
substituted therefor, with the same force and effect as if such
paragraph had appeared in the Agreement, as originally executed:
"9. (a) The Broker will assume full
responsibility for the sales activities of the Agents
relating to the Contracts and the Policies for
initial and for continued compliance by itself and
the Agents with applicable federal, state and NASD
requirements, and, in connection therewith, may
demand and receive such assurances from NYLIAC, as it
deems appropriate, demonstrating compliance with the
Securities Act of 1933 and the Investment Company Act
of 1940;
(b) NYLIAC will retain the
ultimate right of control over, and responsibility
for, marketing the Contracts and the Policies;
(c) NYLIAC will undertake to
review and approve all advertising relating to the
Contracts and the Policies; and
(d) NYLIAC will retain the right
to reject Contracts and Policy applications and
maintain ultimate responsibility for any underwriting
in connection therewith."
Except to the extent specifically provided herein, the Agreement shall
remain in full force and effect in accordance to its terms. This Amendment No.
1 shall become effective as of the date hereof.
Dated as of this 30th
day of July 1984 NEW YORK LIFE SECURITIES CORP.
By: Xxxxxx X. Xxxxxxxx
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President
Attest:
/s/Xxxxxx Xxxxx
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Assistant Secretary
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: /s/Xxxxx X. Xxxxxxxxx
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President
Attest:
/s/Xxxxxxxx Xxxxxxx
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Secretary
