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Exhibit (A)(3)(b)(i)
Manulife Logo MANEQUITY, INC. AGREEMENT
THIS AGREEMENT made this ______________________ day of _______________ 19______
BETWEEN:
MANEQUITY, INC., a Colorado corporation with its Home Office at Toronto, Canada
(hereinafter called the "Company")
(hereinafter called the "Sales Representative")
WITNESSETH:___________________________________________________________________
WHEREAS, the Sales Representative agrees to sell and the Company agrees to
authorize him/her to sell such securities as the Sales Representative is
licensed to sell with the Company and the Company desires to and has the lawful
authority to sell.
NOW, THEREFORE, in consideration of these premises, it is hereby agreed between
the parties as follows:
1. Warranty of Qualification
The Sales Representative hereby represents and warrants that all
representations made on all Federal, State and National Association of
Securities Dealers, Inc. (NASD) Registration Forms are current, accurate and
correct and that he/she has read, understands and agrees to abide by the
provisions of this Agreement to the extent that such terms and conditions
govern his/her performance within his/her respective registration category.
The authority of the Sales Representative is limited by the registration
category designated by the Sales Representative with respect to his/her
association with the Company as indicated on all Federal, State and NASD
Registration Forms.
The Sales Representative hereby represents and warrants that he/she is a
Registered Representative in good standing with the NASD and is duly
authorized and licensed under the applicable state securities laws.
The Sales Representative further represents and warrants that he/she is
thoroughly familiar with the Securities Laws, Codes and Rules and Regulations
of the United States and of the state(s) in which he/she is qualified to do
business and of the Rules and Regulations of the NASD and Regulations of the
Company, and as such that he/she shall transact all authorized Company
business in strict accordance therewith.
2. Sales Practices
The Sales Representative agrees to adhere strictly to the NASD Rules of the
Association with regard to sales literature and other advertising material.
All such literature must be submitted to and approved by the Company prior to
its use by the Sales Representative.
The Sales Representative is not authorized to and may not send any written
correspondence to customers of the Company or prospective investors unless
he/she forwards, on a quarterly basis for review and approval by a Registered
Principal, copies of all such correspondence to the Home Office of the
Company.
It is also agreed and understood that the Sales Representative shall keep and
maintain such records as will comply with the Rules and Regulations of the
NASD and shall open such records to inspections and review by the Company as
the Company shall deem advisable from time to time. The Sales
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Manulife Financial and the block design are registered service marks of The
Manufacturers Life Insurance Company and are used by it and its subsidiaries:
The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life
Insurance Company of America, and ManEquity, Inc.
Form AG0176US(0797)
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Representative in addition acknowledges receipt of the ManEquity Policy
Statement and agrees to follow the rules and regulations contained therein.
Said Policy Statement and other publications, as amended and modified from
time to time, are incorporated in this Agreement by reference as though fully
set out herein.
3. License Fees
All initial and renewal license and registration fees shall be paid by the
Sales Representative
4. (a)Authority
The Sales Representative shall be free to exercise his/her discretion as
to the manner, time and place and the persons from whom he/she shall
choose to solicit and sell securities as aforesaid subject only to the
provisions of this Agreement and such Rules and Regulations herein before
set forth and as may be prescribed from time to time hereafter. The Sales
Representative further agrees not to engage in the business of selling
securities for any other broker/dealer during the term of this Agreement
without the expressed written consent of each employing broker/dealer.
(b)Status
The Sales Representative shall have no greater than is herein expressly
granted and no greater authority shall be implied from the grant or denial
of authority specifically mentioned herein. Nothing herein contained shall
be construed to create the relationship of employer and employee between
the Company and the Sales Representative.
5. (a)Limit of Warranty
The Sales Representative shall have no authority of any kind for or on
behalf of the Company to accept any transactions of any kind or to make,
modify or discharge contracts on behalf of the Company or in any way to
bind the Company to any statement, promise, or representation, or to waive
any of the Company's rights or requirements, rules or regulations, or to
receive any money due or to become due to the Company except payments,
made pursuant to sales solicited by him/her in the manner prescribed by
the Company or except as may be authorized by the Company in writing. The
Sales Representative shall have no power to bind the credit of the Company
in any manner and further agrees to pay any and all expenses incurred by
him/her in the performance of this Agreement. The Sales Representative
shall have no authority to make any settlement or agreement regarding any
claim that may be made against the Company unless specifically authorized
in writing by an Officer of the Company in each such case. All orders for
the purchase of any security shall be subject to the acceptance thereof by
the Company at its Home Office in Toronto, Canada. The Sales
Representative shall have no authority to appoint or employ on behalf of
the Company other Sales Representatives or employees without the prior
written consent of an Officer of the Company and any such appointee shall
have no authority to incur any expense or obligation of any kind or nature
in the name or on behalf of the Company.
(b)Indemnification
The Sales Representative shall have no authority to settle or institute
any legal proceeding for any cause in connection with a transaction of the
Company's business unless such action shall have been approved in advance
in writing by an Officer of the Company and it is agreed and understood
that the Sales Representative shall indemnify and save the Company
harmless from any and all expenses, costs and damages resulting from or
growing out of any unauthorized acts or transactions by said Sales
Representative.
6. Bond Requirement
The Sales Representative shall furnish a bond, or bonds, as the Company may
require. Upon failure or inability of the Sales Representative to renew such
bond or bonds at any time as the Company may
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Manulife Financial and the block design are registered service marks of The
Manufacturers Life Insurance Company and are used by it and its subsidiaries:
The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life
Insurance Company of America, and ManEquity, Inc.
Form AG0176US(0797)
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require, this Agreement shall automatically terminate. the Sales
Representative agrees in addition to the foregoing, to promote the best
interests of the Company as contemplated by this Agreement and so to conduct
himself/herself as not to affect adversely the business, good standing or
reputation of himself/herself or the Company.
7. Return of Records and Material
Upon Termination of this Agreement, the Sales Representative shall return to
the Company any and all sales materials, records, correspondence and other
data belonging to the Company.
8. Statement of Account
The Company will furnish to the Sales Representative a statement of his/her
sales and all compensation earned together with payment for all compensation
due and payable in accordance with such statement less any indebtedness due
to the Company as indicated by said statement or other instrument.
9. Amendments
It is expressly agreed and understood that the Company retains the right to
amend or modify this Agreement in writing to the Sales Representative as it
shall deem necessary from time to time.
10. Transmittal of Monies, Orders and Applications
The Sales Representative shall transmit to the Company or its designated
fiduciary, immediately upon receipt, all monies, orders and applications
received from all sales. The Sales Representative may not under any
circumstances commingle monies received from sales with any other monies.
11. (a) Compensation
For all sales sold by the Sales Representative and for all other
services rendered by him/her under this Agreement, the Company shall
pay to the Sales Representative the compensation set out in the
attached schedule(s). Such schedule(s), as modified or amended from
time to time, is/are incorporated in this Agreement by reference as
though fully set out.
(b) The Sales Representative hereby agrees that, upon termination of this
Agreement, he/she will be entitled to receive commissions on variable
life and annuity policies sold by the Sales Representative to the
extent that such commissions are payable under the terms of his/her
Agreement with the insurance company issuing such policies and to the
extent permitted by federal or state laws.
12. Provisions Not Waived
Failure of the Company at any time to declare a breach or termination of this
Agreement because of any violation or violations of its provisions shall not
be deemed a waiver or waivers of said provisions on the part of the Company
in case of any subsequent violations by the Sales Representatives.
13. Assignment
This Agreement is not transferable. No rights or interest issuing herefrom
shall be subject to assignment, except with the prior written consent of an
Officer of the Company.
14. Termination and Amendment - Effective Notice
This Agreement may be terminated by either party hereto, or amended by the
Company, at any time, with or without cause, upon 10 days written notice
given to the other party, provided that if the Sales Representative shall at
any time fail in the performance of any of the conditions, promises or
agreements contained herein upon his/her part to be performed, then at the
option of the Company, this Agreement may be terminated immediately and
without notice. In the event the Company terminates the Agreement with notice
or amends this Agreement in writing, said notice or amendment shall be
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Manulife Financial and the block design are registered service marks of The
Manufacturers Life Insurance Company and are used by it and its subsidiaries:
The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life
Insurance Company of America, and ManEquity, Inc.
Form AG0176US(0797)
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delivered personally or mailed to the last known address of the Sales
Representative appearing on the Company's records and shall be an effective
notice of termination or amendment of this Agreement as of the time the
notice of amendment is deposited in the United States Mail or the time of
actual receipt, if earlier. In the event the Sales Representative terminates
this Agreement, the notice of said termination shall be delivered personally
or addressed and mailed to the Home Office of the Company in Toronto, Canada,
with a copy to the Sales Representative's NASD Supervisor and shall be an
effective notice of termination of this Agreement as of the time the same is
deposited in the United States Mail, or the time of actual receipt, if
earlier.
15. Execution and Interpretation of Entire Agreement
This Agreement shall take effect upon the date of the execution hereof and
shall revoke and cancel all prior Agreements which have existed between the
parties hereto relative to the sale of securities. The construction and
interpretation of this Agreement shall be determined in accordance with the
laws of the State of Colorado and any and all representations made by the
parties hereto unless otherwise amended as provided herein.
16. Effective Date
This Agreement become effective the ___________day of _____________ 19 _____
IN WITNESS WHEREOF the parties hereto affix their signatures on the year and
day first above written.
______________________________
Sales Representative
______________________________
NASD Supervisor
Accepted by ManEquity, Inc., this _________________ day of ____________ 19 ____
By __________________________
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Manulife Financial and the block design are registered service marks of The
Manufacturers Life Insurance Company and are used by it and its subsidiaries:
The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life
Insurance Company of America, and ManEquity, Inc.
Form AG0176US(0797)