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Exhibit (A)(8)(c)(i)
SERVICE AGREEMENT
AGREEMENT, made this 2nd day of January, 1991 between The Manufacturers
Life Insurance Company, a mutual life insurance company organized under the laws
of Canada ("Manulife Financial"), and ManEquity, Inc., a Colorado corporation
("ManEquity");
W I T N E S S E T H:
WHEREAS, ManEquity is an indirect wholly-owned subsidiary of Manulife
Financial;
AND WHEREAS, ManEquity is registered as a broker/dealer under the
Securities Exchange Act of 1934 (the "Securities Exchange Act") and is a member
of the National Association of Securities Dealers Inc. (the "NASD");
AND WHEREAS, ManEquity sponsors as its registered representatives
producers for Manulife Financial (including producers associated with Manulife
Financial's affiliate, The Manufacturers Life Insurance Company of America
("Manufacturers of America")), as may be selected by Manulife Financial or
Manufacturers of America and approved by ManEquity;
AND WHEREAS, ManEquity assumes the responsibility to direct the
training and supervision of such producers with respect to their sales through
ManEquity of certain variable contracts issued by Manufacturers America;
AND WHEREAS, ManEquity is the principal underwriter of certain variable
contracts issued by Manufacturers of America;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
parties do hereby agree as follows:
Section 1. Termination of Prior Agreements.
This Agreement cancels and terminates, as of its effective date, all
prior agreements between the parties hereto covering any of the services covered
hereby.
Section 2. Sales and Training Material.
Both parties agree to submit all applicable sales and training material
to the other for approval prior to use. With respect to sales literature or
material prepared by Manulife Financial used in connection with variable
contracts issued by Manufacturers of America and distributed by ManEquity,
ManEquity shall make timely filings with the Securities and Exchange Commission,
NASD, and other regulatory authorities.
Section 3. Appointment of Registered Representatives.
ManEquity agrees that, unless otherwise agreed to by Manulife
Financial, it will appoint as registered representatives only individuals who
are employed by Manulife Financial or are
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under contract with Manulife Financial or Manufacturers of America as life
insurance producers, agents, or brokers.
Section 4. Duties of Manulife Financial.
(a) Personnel, Office Space, Equipment, and Reimbursement of
Variable Contract Costs. Manulife Financial shall provide
ManEquity with its personnel, office space, supplies and
equipment as required by ManEquity. Manulife Financial shall
determine which of its employees is available to perform
services for ManEquity and shall pay the full salaries and
benefits of all employees who provide services for ManEquity.
Manulife Financial may, but is not obligated to, pay the cost
of training and qualifying Manulife Financial's employees and
procedures and agents of Manulife Financial or Manufacturers
of America to become registered representatives or registered
principals of ManEquity. Manulife Financial may, but is not
obligated to, reimburse ManEquity for all reasonable costs
incurred in connection with ManEquity's administrative and
operational performance as a principal underwriter of variable
contracts issued by Manufacturers of America.
(b) Manufacturers of America Variable Contract Sales Commissions.
On ManEquity's behalf, Manulife Financial shall pay the sales
commissions earned by registered representatives selling
variable contracts issued by Manufacturers of America and
distributed by or through ManEquity and shall prepare and
maintain all necessary records of such payments. On
ManEquity's behalf, Manulife Financial shall calculate and
furnish periodic reports to Manufacturers of America of the
commissions and service fees payable to agents, brokers,
general agents and sales managers of Manufacturers of America
in connection with sales of variable contracts issued by
Manufacturers of America.
Manulife Financial is not authorized to offset any debit
balances owed by agents or producers of Manulife Financial or
Manufacturers of America by crediting commissions earned by
such agents of producers in connection with their sales of
variable contracts issued by Manufacturers of America, except
for debit balances related to sales by Manufacturers of
America agents and producers of variable contracts issued by
Manufacturers of America. Payment of advances against sales of
variable contracts issued by Manufacturers of America is
prohibited.
(c) Records. Manulife Financial shall prepare and maintain all
books and records required to be prepared and maintained by
ManEquity with respect to variable contracts issued by
Manufacturers of America and distributed by or through
ManEquity. Such records shall include the records required to
be maintained and preserved by Rules 17a-3 and 17a-4 under the
Securities Exchange Act.
ManEquity shall own and control all files, documents,
correspondence, records and papers of every kind and
description prepared and maintained by Manulife Financial in
connection with the services provided by Manulife Financial's
personnel hereunder. Manulife Financial shall submit to all
regulatory and administrative bodies having jurisdiction over
the services provided pursuant to this Agreement, present or
future, any information, reports or other material which any
such body by reason of this Agreement may request or require
pursuant to applicable laws and
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regulations. Manulife Financial and its personnel shall not
disclose or use any records prepared by reason of this
Agreement in any manner except as expressly authorized herein
or directed by ManEquity and shall keep confidential any
information obtained by reason of this Agreement. Unless
otherwise directed by ManEquity, upon termination of this
Agreement, Manulife Financial shall promptly return to
ManEquity or its designee all such records maintained and
prepared by reason of this Agreement.
(d) Confirmation Procedures: Policies Issued by Manufacturers of
America. Pursuant to Rule 10b-10 under the Securities Exchange
Act, ManEquity and Manufacturers of America must confirm the
receipt and allocation of premiums payable under variable life
and variable annuity policies issued by Manufacturers of
America. Manulife Financial shall prepare these confirmation
statements in accordance with the applicable rules and
regulations on behalf of ManEquity and Manufacturers of
America and prepare and maintain all necessary books and
records in connection with such procedures. ManEquity and
ManAmerica shall approve the form of any such statement used
by Manulife Financial.
If a Policyowner wishes to change his allocation, an
appropriate form or instructions for utilizing Manulife
Financial's telephone request line will be provided by
Manulife Financial. Within seven days after receipt of such
request, Manulife Financial will send the Policyowner a
statement setting forth the revised allocation.
If a Policyowner wishes to transfer amounts attributable to
his policy from one subaccount of a Separate Account to
another, he may do so by completing a form furnished for that
purpose by Manulife Financial or by utilizing Manulife
Financial's telephone request line. Within seven days of
receipt of a request to transfer, a statement will be sent to
the Policyowner by Manulife Financial showing the amount
allocated to each subaccount of the appropriate Separate
Account before and after the transfer.
Manulife Financial shall also send any and all other notices
required by law or by contract.
Section 5. Duties of ManEquity.
ManEquity shall remit all sales commissions in connection with sales of
variable contracts issued by Manufacturers of America to Manulife Financial for
proper disbursement by Manulife Financial on behalf of ManEquity in accordance
with the terms of this Agreement.
Section 6. Compensation.
(a) Personnel, Office Space and Equipment. ManEquity shall
reimburse Manulife Financial for the reasonable cost of
services provided by Manulife Financial's personnel and for
the costs related to ManEquity's use of office space, supplies
and equipment provided by Manulife Financial. Manulife
Financial shall submit statements from time to time, but no
less often than annually, to ManEquity for all costs payable
in connection with these services provided by Manulife
Financial
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under the terms of this Agreement, and payment shall be made
by ManEquity as soon thereafter as is reasonably possible.
(b) No Additional Compensation. This Agreement does not entitle
Manulife Financial to any compensation beyond reimbursement
for payment of sales commissions and its costs in providing
services, supplies, equipment and office space.
Section 7. Compliance With Law.
In the performance of such services as are provided for hereunder,
Manulife Financial's personnel shall comply with applicable laws, rules and
regulations, including but not limited to the Securities and Exchange Act.
Section 8. Reservation of Control and Authority.
ManEquity retains the ultimate responsibility and authority for
direction and control of the services provided by Manulife Financial pursuant to
this Agreement.
Section 9. Limitation of Liability of Manulife Financial.
Manulife Financial will not be liable as a result of any error of
judgment or mistake of law for any loss suffered by ManEquity in connection with
the matters dealt with under this Agreement. Nothing contained in this Agreement
shall be construed to protect Manulife Financial against liability to which
Manulife Financial shall otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties to ManEquity,
reckless disregard of Manulife Financial's obligations and duties under this
Agreement, or the violation of any applicable law.
Section 10. Termination of Agreement.
This Agreement shall become effective as of the date first above written. This
Agreement may be terminated at any time without the payment of any penalty, by
ManEquity or by Manulife Financial, on sixty days' written notice to the other
party.
Section 11. Headings
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part thereof.
Section 12. Entire Agreement.
This Agreement contains the entire understanding and agreement of the
parties.
Section 13. Severability.
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained therein.
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Section 14. Governing Law.
This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
execute under seal by their duly authorized officers as of the date first
mentioned above.
THE MANUFACTURERS LIFE
INSURANCE COMPANY
Attest: By:___________________________
Title:
MANEQUITY, INC.
Attest: By:___________________________
Title:
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