Exhibit 99.A(3)(b)
MANULIFE NEW YORK SELLING AGREEMENT
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
Home Office:
The Manufacturers Life Insurance Company of New York
100 Summit Lake Drive
2nd Floor
Valhalla, New York 10595
AGREEMENT by and between The Manufacturers Life Insurance Company of New York
("Manulife New York), a New York Corporation; Manulife Financial Securities
LLC, a Delaware limited liability company which is a registered broker-dealer
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act"), a member of the National Association of Securities
Dealers, Inc. ("NASD") and duly appointed and licensed with Manulife New York;
and
________________________________________________________________________________
________________________________________________________________________________
(General Agent) and, for securities regulated insurance Contracts
________________________________________________________________________________
________________________________________________________________________________
(Selling Broker-Dealer), a registered broker-dealer and member of the NASD.
I. INTRODUCTION
WHEREAS, Manulife New York has issued certain insurance and annuity
Contracts, some of which are registered under the Securities Act of 1933 (the
"1933 Act") (hereinafter referred to as the Contract or Contracts collectively);
and
WHEREAS, Manulife New York has, pursuant to an Underwriting and
Distribution Agreement, appointed Manulife Financial Securities as principal
underwriter and exclusive representative for the distribution of the Contracts
and has authorized Manulife Financial Securities to enter into agreements,
subject to the consent of Manulife New York, with Selling Broker-Dealers and/or
General Agents for the distribution of the Contracts; and
WHEREAS, Selling Broker-Dealer and/or General Agent wish to participate in
the distribution of the Contracts;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II. APPOINTMENT
Subject to the terms and conditions of this Agreement, Manulife New York
and Manulife Financial Securities hereby appoint _____________________________
as General Agent and, if applicable, _________________________________ as
Selling Broker-Dealer
as for the solicitation of applications for the purchase of the Contracts, and
General Agent and, if applicable, Selling Broker-Dealer accept such appointment.
It is mutually agreed that the General Agent and Selling Broker-Dealer are
independent contractors. Accordingly, they are neither obliged, nor expected to
give full time and energies to the sale of the contracts, nor are they obliged
or expected to represent Manulife Financial Securities or Manulife New York
exclusively. However, Manulife New York reserves the right to set minimum
production requirements for the General Agent and failure to meet such
requirements may be cause for termination.
Page 1 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
III. AUTHORITY AND DUTIES OF GENERAL AGENT
A. LICENSING AND APPOINTMENT OF SUB-AGENTS
General Agent is authorized to appoint sub-agents to solicit sales of the
Contracts. General Agent warrants that all sub-agents appointed by General Agent
pursuant to this Agreement shall not solicit nor aid, directly or indirectly, in
the solicitation of any application for any Contract until that sub-agent is
fully licensed under the applicable insurance laws, and, in connection with
securities regulated Contracts, is a fully registered representative of Selling
Broker- Dealer. General Agent shall prepare and transmit the appropriate
licensing and appointment forms to Manulife New York. General Agent shall pay
all fees to state insurance regulatory authorities in connection with obtaining
necessary licenses and appointments for sub-agents. All fees payable to such
regulatory authorities in connection with the initial Manulife New York
appointment of sub-agents who already possess necessary licenses shall be paid
by Manulife New York. Any renewal license fees due after the initial appointment
shall be paid by General Agent. General Agent shall periodically provide
Manulife New York with a list of all sub-agents appointed by General Agent and
the jurisdictions where such sub-agents are licensed to solicit sales of the
Contracts. Manulife New York shall periodically provide General Agent with a
list which shows: 1) the jurisdiction where Manulife New York is authorized to
do business; and 2) any limitations on the availability of the Contracts in any
of such jurisdictions. General Agent agrees to fulfill all requirements set
forth in the General Letter of Recommendation attached as Exhibit A in
conjunction with the submission of licensing and appointment papers for all
applicants as sub-agents submitted by General Agent.
B. REJECTION OF SUB-AGENT
Manulife Financial Securities or Manulife New York may, by written notice
to General Agent, refuse to permit any sub-agent the right to solicit
applications for the sale of any of the Contracts, require General Agent to
cause any sub-agent to cease such solicitations or sales and cancel the
appointment of any Sub-agent.
C. SUPERVISION OF SUB-AGENTS
General Agent shall supervise any sub-agent appointed pursuant to this
agreement to solicit sales of the Contracts and bear responsibility for all acts
and omissions of each sub-agent. General Agent shall comply with and exercise
all responsibilities required by applicable federal and state law and
regulations. General Agent shall not be responsible for those supervisory
responsibilities belonging to Selling Broker-Dealer under applicable securities
laws, which include, but are not limited to, supervising and training sub-agents
in their capacity as registered representatives. Nothing contained in this
Agreement or otherwise shall be deemed to make any sub-agent appointed by
General Agent an employee or agent of Manulife New York or Manulife Financial
Securities. Manulife New York and Manulife Financial Securities shall not have
any responsibility for the training and supervision of any sub-agent or any
other employee of General Agent. If the act or omission of a sub-agent or any
other employee of General Agent is the proximate cause of any claim, damage or
liability (including reasonable attorneys' fees) to Manulife New York or
Manulife Financial Securities, General Agent shall be responsible and liable
therefor.
Before a sub-agent is permitted to sell securities regulated Contracts,
General Agent, Selling Broker-Dealer and sub-agent shall have entered into a
written agreement pursuant to which: 1) sub-agent is appointed a sub-agent of
General Agent and a registered representative of Selling Broker-Dealer; 2)
sub-agent agrees that his or her selling activities relating to securities
regulated Contracts shall be under the supervision and control of Selling
Broker-Dealer and his or her selling activities relating to insurance regulated
Contracts shall be under the supervision and control of General Agent; and 3)
that sub-agents right to continue to sell such Contracts is subject to his or
her continued compliance with such agreement and any procedures, rules or
regulations implemented by Selling Broker-Dealer or General Agent.
IV. AUTHORITY AND DUTIES OF SELLING BROKER-DEALER
A. SUPERVISION OF REGISTERED REPRESENTATIVES
Selling Broker-Dealer agrees that it has full responsibility for the
training and supervision of all persons, including sub-agents of General Agent,
associated with Selling Broker-Dealer who are engaged directly or indirectly in
the offer or sale of securities-regulated Contracts. All such persons shall be
subject to the control of Selling Broker-Dealer with respect to their securities
regulated activities. Broker-Dealer shall: 1) train and supervise sub-agents, in
their capacity as registered representatives, in the sale of securities
regulated Contracts; 2) use its best efforts to cause such sub-agents to qualify
under applicable federal and state laws to engage in the sale of securities
regulated Contracts; 3) provide Manulife New York to its satisfaction, with
evidence of sub-agents' qualifications to sell securities regulated Contracts;
and 4) notify Manulife New York if any of such sub-agent ceases to be a
registered representative of Selling Broker-Dealer. Selling Broker-Dealer agrees
that a sub-agent must be a registered representative of Selling Broker-Dealer
before engaging in the solicitation of any securities-regulated Contracts and
have entered into the written agreement more fully described in Section III,
Paragraph C. Manulife New York and Manulife Financial Securities shall not have
any responsibility for the supervision of any registered representative or any
other employee or affiliate of Selling Broker-Dealer. If the act or omission of
a registered representative or any other employee or affiliate of Selling
Broker-Dealer is the proximate cause of any claim, damage, or liability
(including reasonable attorneys' fees) to Manulife New York or
Page 2 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
Manulife Financial Securities, Selling Broker-Dealer shall be responsible and
liable therefor. Selling Broker-Dealer shall fully comply with the requirements
of the National Association of Securities Dealers, Inc. and of the Securities
Exchange Act of 1934 and all other applicable federal or state laws. Selling
Broker-Dealer shall establish such rules and procedures as may be necessary to
cause diligent supervision of the securities activities of the sub-agents. Upon
request of Manulife Financial Securities, Selling Broker-Dealer shall furnish
such records as may be necessary to establish diligent supervision.
V. AUTHORITY AND DUTIES OF GENERAL AGENT AND SELLING BROKER-DEALER
A. CONTRACTS
The securities and insurance regulated Contracts issued by Manulife New
York to which this Agreement applies are listed in Schedule I, which may be
amended from time to time by Manulife New York. Manulife New York, in its sole
discretion with prior or concurrent written notice to Selling Broker-Dealer and
General Agent, may suspend distribution of any Contracts. Manulife New York also
has the right to amend any Contracts at any time.
B. SECURING APPLICATIONS
Each application for a Contract shall be made on an application form
provided by Manulife New York, and all payments collected by Selling
Broker-Dealer, General Agent or any registered representative and sub-agent
shall be remitted promptly in full, together with such application form and any
other required documentation, directly to Manulife New York at the address
indicated on such application or to such other address as may be designated.
Selling Broker-Dealer and General Agent shall review all such applications for
completeness. All applications are subject to acceptance or rejection by
Manulife New York in its sole discretion.
C. RECEIPT OF MONEY
All money payable in connection with any of the Contracts, whether as
premium, purchase payment or otherwise and whether paid by or on behalf of any
contract owner or anyone else having an interest in the Contracts, is the
property of Manulife New York and shall be transmitted immediately in accordance
with the administrative procedures of Manulife New York without any deduction or
offset for any reason including but not limited to, any deduction or offset for
compensation claimed by Selling Broker-Dealer or General Agent, unless there has
been a prior arrangement for net wire transmissions between Manulife New York
and Selling Broker-Dealer or General Agent. Check or money order in payment of
such Contracts should be made payable to the order of "The Manufacturers Life
Insurance Company of New York."
0. NOTICE OF SUB-AGENT'S NONCOMPLIANCE
Selling Broker-Dealer shall notify Manulife Financial Securities and
General Agent in the event a sub-agent fails or refuses to submit to the
supervision of Selling Broker-Dealer or General Agent in accordance with this
Agreement, the agreement between Selling Broker-Dealer, General Agent and
sub-agent referred to in Section III, Paragraph C and Section IV, Paragraph A,
or otherwise fails to meet the rules and standards imposed by Selling
Broker-Dealer or its registered representatives or General Agent or its
sub-agents. Selling Broker-Dealer or General Agent shall also immediately notify
such sub-agent that he or she is no longer authorized to sell the Contracts, and
both Selling Broker-Dealer and General Agent shall take whatever additional
action may be necessary to terminate the sales activities of such sub-agent
relating to the Contracts.
E. SALES PROMOTION, ADVERTISING AND PROSPECTUSES
No sales promotion materials, circulars, documents or any advertising
relating to any of the Contracts shall be used by Selling Broker-Dealer, General
Agent or any sub-agents unless the specific item has been approved in writing by
Manulife Financial Securities and Manulife New York prior to use. Selling
Broker-Dealer shall be provided, without any expense to Selling Broker-Dealer,
with prospectuses relating to securities-regulated Contracts. Selling
Broker-Dealer and General Agent shall be provided with such other material as
Manulife Financial Securities and Manulife New York determine necessary or
desirable for use in connection with sales of the Contracts. Nothing in these
provisions shall prohibit Selling Broker-Dealer or General Agent from
advertising life insurance and annuities on a generic basis.
VI. COMPENSATION
A. COMMISSIONS AND FEES
Commissions and fees payable to Selling Broker-Dealer or General Agent in
connection with the securities-regulated Contracts shall be paid by Manulife
Financial Securities to Selling Broker-Dealer or General Agent, or as otherwise
required by law. Commissions and fees payable to Selling Broker-Dealer, General
Agent or sub-agent in connection with the insurance-regulated Contracts shall be
paid by Manulife Financial Securities to Selling Broker-Dealer or General Agent,
or as otherwise required by law. Selling Broker-Dealer or General Agent, as
applicable, shall pay sub-agent.
Page 3 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
For non-securities-regulated Contracts, at the request of the General Agent, the
Company, at its discretion, may agree to act as the General Agent's paying agent
and make payments of compensation directly to such sub-agents and such other
appropriate parties who are not employees of the General Agent but are appointed
with the Company and are entitled to compensation from the General Agent in
connection with the sale of Contracts hereunder as the General Agent may
designate from time to time (collectively referred to herein as "Designated
Payees" and individually as "Designated Payee").
Manulife Financial Securities will provide Selling Broker-Dealer and General
Agent with a copy of its current Contracts, Commissions and Fees Schedule.
Unless otherwise provided in the Contracts, Commissions and Fees Schedule,
commissions will be paid as a percentage of premiums or purchase payments
(collectively, Payments) received in cash or other legal tender and accepted by
Manulife New York on applications obtained by the various sub-agents appointed
by General Agent hereunder. Selling Broker-Dealer and General Agent shall be
entitled to receive compensation for all new and additional premium payments
which are in process at the time of termination of this Agreement or on
contracts in force at time of termination of this agreement, and shall continue
to be liable for any chargebacks pursuant to the provisions of said Contracts,
Commissions and Fees Schedule, or for any other amounts advanced by or otherwise
due Manulife Financial Securities or Manulife New York hereunder. No commission
shall be paid in excess of the limits of Section 4228 of the New York Insurance
Law and no expense allowance payment shall be made in excess of the amount
approved for payment by Manulife New York pursuant to New York Insurance
Department Regulation No. 49. Commissions and any expense allowance payment
shall be immediately refunded to Manulife Financial Securities by General Agent
or Selling Broker-Dealer, if for any reason, Manulife New York returns all or a
portion of monies paid in respect of a Contract.
B. TIME OF PAYMENT
Manulife Financial Securities will pay any commissions due General Agent
hereunder within fifteen (15) days after the end of the calendar month in which
Payments upon which such commission is based are accepted by Manulife New York.
C. AMENDMENT OF SCHEDULES
Manulife Financial Securities and Manulife New York may, upon at least ten
(10) days' prior written notice to Selling Broker-Dealer and General Agent,
change the Contracts, Commissions and Fees Schedule by written amendment of such
Schedule. Any such change shall apply to compensation due on applications
received by Manulife New York after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
Manulife Financial Securities or Manulife New York may terminate this
Agreement if Selling Broker-Dealer, General Agent or any sub-agent of General
Agent rebates, offers to rebate or withholds any part of any Payments on the
Contracts. If Selling Broker-Dealer, General Agent or any sub-agent of General
Agent shall at any time induce or endeavor to induce any owner of any Contract
issued hereunder to discontinue payments or to relinquish any such Contract,
except under circumstances where there is reasonable grounds for believing the
Contract is not suitable for such person, any and all compensation due Selling
Broker-Dealer or General Agent hereunder shall cease and terminate.
E. INDEBTEDNESS AND RIGHT OF SET OFF
Nothing contained in this Agreement shall be construed as giving the
Selling Broker-Dealer or General Agent the right to incur any indebtedness on
behalf of Manulife Financial Securities or Manulife New York. Selling
Broker-Dealer and General Agent hereby authorize Manulife Financial Securities
to set off liabilities of Selling Broker-Dealer and General Agent to Manulife
Financial Securities and Manulife New York against any and all amounts otherwise
payable to Selling Broker-Dealer or General Agent.
VII. GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of the Agreement shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement shall be deemed to be, or shall constitute,
a waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. LIMITATIONS
No party other than Manulife New York shall have the authority to 1) make,
alter, or discharge any Contract issued by Manulife New York; 2) waive any
forfeiture or extend the time of making any Payments; or 3) enter into any
proceedings in a court of law or before a regulatory agency in the
Page 4 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
name of or on behalf of Manulife New York. No party other than Manulife
Financial Securities and Manulife New York, respectively, shall have the
authority to: 1) alter the forms which Manulife Financial Securities prescribes,
or substitute other forms in place of those prescribed by Manulife Financial
Securities or; 2) enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of Manulife Financial Securities.
C. FIDELITY BOND AND OTHER LIABILITY COVERAGE
Selling Broker-Dealer and General Agent hereby assign any proceeds
received from a fidelity bonding company, error and omissions or other liability
coverage, to Manulife New York or Manulife Financial Securities as their
interest may appear, to the extent of their loss due to activities covered by
the bond, policy or other liability coverage. If there is any deficiency amount,
whether due to a deductible or otherwise, Selling Broker-Dealer or General Agent
shall promptly pay such amounts on demand. Selling Broker-Dealer and General
Agent hereby indemnify and hold harmless Manulife New York and Manulife
Financial Securities from any such deficiency and from the costs of collection
thereof (including reasonable attorneys' fees).
D. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns provided that neither
Selling Broker-Dealer nor General Agent may assign this Agreement or any rights
or obligations hereunder without prior written consent of Manulife New York.
E. REGULATIONS
All parties agree to observe and comply with the existing laws and rule or
regulations of applicable local, state or federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
F. INDEMNIFICATION
1) Manulife Financial Securities and Manulife New York agree to indemnify
and hold harmless Selling Broker-Dealer and General Agent, their officers,
directors and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the Securities Exchange Act
of 1933 ("1993 Act'), the 1934 Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact or any
omission or alleged omission to state a material fact required to be stated or
necessary to make the statements made not misleading in the registration
statement for the Contracts or for the shares of Manufacturers Investment Trust
("Trust") filed pursuant to the 1933 Act, or any prospectus included as a part
thereof, as from time to time amended and supplemented. Manulife Financial
Securities and Manulife New York agree to indemnify and hold harmless Selling
Broker-Dealer and General Agent, their officers, directors and employees,
against any and all losses, claims, damages or liabilities to which they may
become subject under the Securities Exchange Act of 1933, the 1934 Act, or other
federal or state statutory law or regulation, at common law or otherwise insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact or any omission or alleged omission to state a material fact
required to be stated or necessary to make the statements made not misleading in
any advertisement or sales literature approved in writing by Manulife New York
and pursuant to Section V, Paragraph E of this Agreement.
2) Selling Broker-Dealer and General Agent agree to indemnify and hold
harmless Manulife Financial Securities and Manulife New York, their officers,
directors, and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the 1933 Act, the 1934 Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon: a) any oral or written
misrepresentations by Selling Broker-Dealer or General Agent or their officers,
directors, employees or agents unless such misrepresentation is contained in the
registration statement for the Contracts or Trust Shares, any prospectus
included as a part thereof, as from time to time amended and supplemented, or
any advertisement or sales literature approved in writing by Manulife New York
pursuant to Section V, Paragraph E, of this Agreement, or b) the failure of
Selling Broker-Dealer or General Agent or their officers, directors, employees
or agents to comply with any applicable provisions of this Agreement.
G. NOTICES
All notices or communications shall be sent to the address shown in this
Agreement, or to such other address as the party may request, by giving written
notice to the other parties.
Page 5 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the State of New York.
I. AMENDMENT OF AGREEMENT
Manulife Financial Securities and Manulife New York reserve the right to
amend this Agreement in writing at any time. The submission of an application
for the Contracts by Selling Broker-Dealer or General Agent five or more
business days after notice of any such amendment has been sent to the other
parties shall constitute agreement to such amendment.
J. GENERAL AGENT AS BROKER-DEALER
If Selling Broker-Dealer and General Agent are the same person or legal
entity, such person or legal entity shall have the rights and obligations
hereunder of both Selling Broker-Dealer and General Agent and thus Agreement
shall be binding and enforceable in both capacities.
K. COMPLAINTS AND INVESTIGATIONS
General Agent, Selling Broker-Dealer, Manulife Financial Securities and
Manulife New York agree to cooperate fully in the event of any regulatory
investigation, inquiry or proceedings, judicial proceedings or customer
complaint involving the Contracts. In furtherance of the foregoing: 1) each
party will notify all other parties of any such investigation, inquiry,
proceedings or complaint involving the Contracts or affecting the ability of a
party to perform pursuant to this Agreement within 10 days of obtaining
knowledge of the same; and 2) in the case of a customer complaint the involved
parties will consult with each other prior to sending any written response with
respect to such complaint.
L. TERMINATION
This Agreement may be terminated without cause, by any party upon thirty
(30) days' prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if, in connection with securities regulated
contracts, Manulife Financial Securities and or Selling Broker-Dealer shall
cease to be a registered broker-dealer under the 1934 Act and a member of the
NASD.
M. RECORDS
Records or information obtained hereunder by the General Agent and any
sub-agent shall not be disclosed or used except as expressly authorized herein,
and the General Agent and sub-agents hereby agree to keep such records and
information confidential, to be disclosed only as authorized or if expressly
required by law or regulation. Manulife New York shall have the right during
normal business hours and upon ten days' prior written notice to inspect the
books and records of the General Agent relating to the Contracts sold under this
Agreement. Such books and records shall be complete and kept at the General
Agents' principal place of business in a good and legible condition for a period
of six full calendar years after the year of termination of this Agreement,
during which time this audit right shall continue.
Page 6 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
N. ADDRESS FOR NOTICES
For The Manufacturers Life Insurance Company of New York:
100 Summit Lake Drive
Second Floor
Valhalla, NY 10595
For Manulife Financial Securities LLC:
200 Bloor Street East
Toronto, Ontario, Canada M4W 1E5
For Selling Broker-Dealer:
- ----------------------------------- ----------------------------------------
- ----------------------------------- ----------------------------------------
- ----------------------------------- ----------------------------------------
(Name and Title) (Name and Title)
For General Agent
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------
(Name and Title) (Name and Title)
This Agreement shall be effective upon execution by General Agent and
Selling Broker-Dealer, and delivery of the Agreement to Manulife Financial
Securities.
Any modifications to this Agreement will not be effective until approved
by Manulife New York and Manulife Financial Securities.
MANULIFE FINANCIAL SECURITIES LLC
by
THE MANUFACTURERS LIFE --------------------------------------
INSURANCE COMPANY (USA), (Selling Broker-Dealer)
Managing Member
BY: /s/ GARY BUCHANAN BY:
----------------------------------- ----------------------------------
GARY BUCHANAN, ASST. VICE PRESIDENT
- --------------------------------------- --------------------------------------
(Print Name and Title) (Print Name and Title)
THE MANUFACTURERS LIFE --------------------------------------
INSURANCE COMPANY OF NEW YORK (General Agent)
BY: /s/ JAMES D. GALLAGHER BY:
----------------------------------- ----------------------------------
JAMES D. GALLAGHER, PRESIDENT
- --------------------------------------- --------------------------------------
(Print Name and Title) (Print Name and Title)
Dated: Dated:
--------------------------------- -------------------------------
Page 7 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)
EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
General Agent hereby certifies to Manulife New York that all of the
following requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as sub-agents submitted by
General Agent. General Agent will, upon request, forward proof of compliance
with same to Manulife New York in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence and business reputation and declare that
each applicant is personally known to us, has been examined by us, is known to
be of good moral character, has a good business reputation, is reliable, is
financially responsible and is worthy of a license. Each individual is
trustworthy, competent and qualified to act as an agent for Manulife New York to
hold himself or herself out in good faith to the general public. We vouch for
each applicant.
2. We have on file a B-300, B-301 or U-4 form, which was completed by each
applicant. We have fulfilled all the necessary investigative requirements for
the registration of each applicant as a registered representative through our
NASD member firm, and each applicant is presently registered as a NASD
registered representative. The above information in our files indicates no fact
or condition that would disqualify the applicant from receiving a license and
all the findings of all investigative information is favorable,
3. We certify that all educational requirements have been met for the
specific state in which each applicant is requesting a license, and that all
such persons have fulfilled the appropriate examination, education and training
requirements.
4. If the applicant is required to submit his or her picture, signature,
and securities registration in the state in which he or she is applying for a
license, we certify that those items forwarded to Manulife New York are those of
the applicant and the securities registration is a true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with
Manulife New York in order to place insurance chiefly and solely on his or her
life or property, lives or property of his or her relatives, or property or
liability of his or her associates.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of all or any risks
written by these applicants, to the end that the insurance interest of the
public will be properly protected.
7. We will not permit any applicant to transact insurance as an agent
until duly licensed therefore. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write, solicit
business, or act as an agent in any capacity, and they will not be so permitted
until the certificate of authority or license applied for is received.
8. We certify that General Agent, Selling Broker-Dealer and applicant
shall have entered into a written agreement pursuant to which: a) applicant is
appointed a Sub-agent of General Agent and a registered representative of
Selling Broker-Dealer; b) applicant agrees that his or her selling activities
relating to securities regulated Contracts shall be under the supervision and
control of Selling Broker-Dealer and his or her selling activities relating to
insurance regulated Contracts shall be under the supervision and control of
General Agent; and c) that applicant's right to continue to sell such Contracts
is subject to his or her continued compliance with such agreement and any
procedures, rules or regulations implemented by Selling Broker-Dealer or General
Agent.
Page 8 of 8
Manulife and the block design are registered service marks and trademarks of The
Manufacturers Life Insurance Company and are used by it and its affiliates
including Manulife Financial Corporation.
(C)2002 The Manufacturers Life Insurance Company of New York, Valhalla, NY. All
rights reserved.
AG4003NY (01/2002)