Exhibit 6(b)
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SELECTED DEALER AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "SFD") are the Principal
Underwriter of shares of ▇▇▇▇▇▇▇ Variable Life Investment Fund (the "Fund"), a
no-load, open-end, diversified registered management investment company
established in 1985 as a Massachusetts business trust. The Fund is a series fund
consisting of the Money Market Portfolio, Managed Bond Portfolio, Managed Equity
Portfolio and Managed Diversified Portfolio (individually or collectively
hereinafter referred to as the "Portfolio" or the "Portfolios"). Additional
Portfolios may be created from time to time. The Fund is the funding vehicle for
variable annuity contracts and variable life insurance policies ("Participating
Contracts and Policies") to be offered to the separate accounts of certain life
insurance companies ("Participating Insurance Companies"). Owners of policies
and contracts issued by Participating Insurance Companies will designate a
portion of their premium to be invested in, or represent an investment in,
directly or indirectly, shares of the Fund. You are a registered broker-dealer
which intends to offer and sell Participating Contracts and Policies, the offer
of which may be deemed under federal or state securities laws to include the
offer of shares of beneficial interest
("Shares") of the Portfolios of the Fund. Sales of Shares to Participating
Insurance Companies or their affiliates or the separate accounts of either shall
be effected solely by us as principal underwriter of the Fund. You are
authorized to offer Participating Contracts and Policies which may include the
offer of Shares of the Portfolios of the Fund, upon the following terms and
conditions:
1. You shall be an independent contractor and neither you nor any of
your directors, partners, officers or employees as such, is or shall
be an employee of us or of the Fund. You are responsible for your
own conduct and the employment, control and conduct of your agents
and employees and for injury to such agents or employees or to
others through your agents or employees.
2. You will be responsible for insuring compliance with all laws and
regulations including those of the National Association of
Securities Dealers, Inc. ("NASD"), the Securities and Exchange
Commission and any state regulatory body having jurisdiction over
you or your policy or contract holders.
3. No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement of
additional information relating thereto and in such printed
information as issued by us for use as information supplemental to
the prospectus. In offering to sell Shares you shall rely solely on
the representations contained in the prospectus and statement of
additional information and in the above-mentioned supplemental
information. Qualification of Shares in the various states,
including the filing of any state or further state notices
respecting such Shares, and any printed information which we furnish
you other than the prospectuses and statement of additional
information and periodic reports are our sole responsibility and not
the responsibility of the Fund, and you agree that the Fund shall
have no liability or responsibility to you in these respects.
4. You represent that you are a member in good standing of the NASD and
agree that termination or suspension of such membership at any time
shall terminate this agreement forthwith, notwithstanding the
provisions of
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paragraph 6 hereof, and that if you are a foreign dealer (a) you are
registered under the Securities Exchange Act of 1934 and you agree
that in making sales of Shares to purchasers within the United
States you will conform to the Rules of Fair Practice, including the
interpretation with Respect to Free-Riding and Withholding of such
Association, or (b) if you are not so registered, you will make
sales of Shares only outside of the jurisdiction of the United
States to persons who are not citizens or residents of the United
States. You agree that you will immediately advise us of any
termination or suspension of such membership or registration.
5. We and you agree that all disputes between us of whatever subject
matter, whether existing on the date hereof or arising hereafter,
shall be submitted to arbitration in accordance with the Code of
Arbitration Procedure of the NASD, or similar rules or code, in
effect at the time of the submission of any such dispute.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely. Each party hereto
has the right to cancel this agreement upon ten days' notice to the
other party. We reserve the right to amend this agreement at any
time and you agree that the sale of Participating Contracts and
Policies, evidenced by the placement of a related order to buy
Shares, after notice of any such amendment has been sent to you,
shall constitute your agreement to any such amendment.
7. Additional copies of any prospectus, statement of additional
information and any printed information issued supplementing the
prospectus will be supplied by us in reasonably quantities upon
request.
8. You will indemnify and hold harmless SFD and each of its directors
and officers and each person, if any, who controls SFD within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any persons
acquiring any Shares, which may be based upon the Act or any other
statute or common law, on account of any wrongful act by you or any
of your employees (including any failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the NASD
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relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to you by or on behalf of SFD,
provided, however, that in no case (i) is the indemnity by you in
favor of any person indemnified to be deemed to protect SFD or any
such person against any liability to which SFD or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of its or his reckless disregard of its obligations and
duties under this Agreement, or (ii) are you to be liable under your
indemnity agreement contained in this paragraph with respect to any
claim made against SFD or any person indemnified unless SFD or such
person, as the case may be, shall have notified you in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon SFD or upon such person (or after SFD or such
person shall have received notice of such service on any designated
agent), but failure to notify you of any such claim shall not
relieve you from any liability which you may have to SFD or any
person against whom such action is brought otherwise than on account
of your indemnity agreement contained in this paragraph. You shall
be entitled to participate, at your own expense, in the defense, or,
if you so elect, to assume the defense of any suit brought to
enforce any such liability, but, if you elect to assume the defense,
such defense shall be conducted by counsel chosen by you and
satisfactory to SFD, or to its officers or directors, or to any
controlling person or persons, defendant or defendants in the suit.
In the event that you assume the defense any such suit and retain
such counsel, SFD or such officers or directors or controlling
person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained, by them,
but, in case you do not elect to assume the defense or any such
suit, you shall reimburse SFD and such officers, directors or
controlling person or persons, defendant or defendants in such suit,
for the reasonable fees and expenses of any counsel retained by
them. You agree promptly to notify SFD of the commencement of any
litigation or proceedings against it in connection with the offer,
issue and sale of any shares.
SFD will indemnify and hold harmless you and each of your directors
and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
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the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person's
acquiring any Shares; which may be based upon the Act or any other
statute or common law, on account of any wrongful act by SFD or any
of its employees (including and failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to SFD by or on behalf of you,
provided, however, that in no case (i) is the indemnity by SFD in
favor of any person indemnified to be deemed to protect you or any
such person against any liability to which you or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of your or his reckless disregard of its obligations and
duties under this Agreement, or (ii) is SFD to be liable under its
indemnity agreement contained in this paragraph with respect to any
claim made against you or any person indemnified unless you or such
person, as the case may be, shall have notified SFD in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon you or upon such person (or after you or such
person shall have received notice of such service on any designated
agent), but failure to notify SFD of any such claim shall not
relieve SFD from any liability which SFD may have to you or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. SFD shall be
entitled to participate, at its own expense, in the defense, or, if
it so elects, to assume the defense of any suit brought to enforce
any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by SFD and satisfactory
to you, or to your officers or directors, or to any controlling
person or persons, defendant or defendants in the suit. In the event
that SFD assumes the defense of any such suit and retains such
counsel, you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees
and expenses of any additional counsel retained by it, but, in case
SFD does not elect to assume the defense or any such suit, SFD shall
reimburse you and such officers, directors or controlling person or
persons, defendant or defendants in such suit, for the reasonable
fees and expenses of any
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counsel retained by it. SFD agrees promptly to notify you of the
commencement of any litigation or proceedings against it in
connection with the offer, issue and sale of any shares.
9. This agreement shall automatically terminate in the event of its
assignment.
10. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at
the address specified by you below. This agreement shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
11. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with
respect to the sale of Shares of any of the Funds.
▇▇▇▇▇▇▇ FUND DISTRIBUTORS, INC.
By____________________________
Authorized Officer
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The undersigned hereby accepts the offer set forth in the above letter.
(Company)
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By __________________________
Authorized Representative
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Address
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