EXHIBIT 3(b)
SPECIMEN AGREEMENT BETWEEN PRINCIPAL UNDERWRITER AND DEALER
SPECIMEN
BROKER/DEALER'S
AGREEMENT
Keyport Life Insurance Company ("Keyport"), Keyport Financial Services Corp.
("KFSC") and Broker/Dealer hereby agree as follows:
1. KFSC is a principal underwriter for variable annuity contracts issued by
Keyport pursuant to separate accounts of Keyport and for other contracts
issued by Keyport that are subject to registration under the Securities Act
of 1933.
2. Broker/Dealer desires to enter into a distribution agreement with KFSC and
to have its registered representatives appointed as agents of Keyport for
the purpose of selling the contract(s) (hereafter "Contracts") for which a
Compensation Schedule has been attached to this Agreement.
3. Broker/Dealer certifies that it is a registered broker-dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD").
Broker/Dealer agrees to abide by all rules and regulations of the NASD and
to comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies affecting the sale of the
Contracts.
4. Broker/Dealer will select persons associated with it who are to be
appointed as agents of Keyport to solicit applications for the Contracts in
conformance with applicable state and Federal laws. No agent will be
permitted to solicit for sales of the Contracts in New York or in any other
state where Keyport is not authorized to sell such Contracts and Keyport so
notifies Broker/Dealer.
5. All solicitations for the Contracts will be made only by duly authorized
agents who possess the required licenses and appointments and Broker/Dealer
will pay compensation only to such agents. Continued solicitation for the
Contracts shall be contingent upon the continued qualification of such
agents by possession of the required licenses and appointments.
6. Broker/Dealer shall have the responsibility to supervise all agents
appointed under this Agreement and shall indemnify and hold harmless the
separate accounts, the eligible mutual funds and their directors and
trustees, KFSC, and Keyport from any damage or expenses on account of any
wrongful act by Broker/Dealer, its representatives, and agents in
connection with the solicitation of Contracts. Keyport and KFSC shall
indemnify and hold harmless Broker/Dealer from any damages or expenses on
account of any wrongful act by Keyport or KFSC.
7. Broker/Dealer shall review all applications for the Contracts, accept them
on Broker/Dealer's behalf, and promptly forward them to Keyport (at the
address shown on the then current prospectus for the Contracts) together
with any purchase payments received with such applications without
deduction for any compensation. Keyport has the right to reject any
application for a Contract and return any purchase payment made in
connection therewith. Broker/Dealer shall be free to exercise its own
judgment in selling Contracts, including the choice of time, place and
manner of sale, and shall have no obligation to sell Contracts and failure
to sell Contracts shall not be a breach of this Agreement.
8. Broker/Dealer will offer and sell the Contracts only in accordance with the
terms and conditions of the then current prospectuses applicable to the
Contracts and the eligible mutual funds and will make no representations
not included in the prospectuses or in any authorized supplemental material
approved by KFSC and Keyport. Broker/Dealer shall not use or permit to be
used supplemental material or advertising media with regard to the
Contracts other than with the prior written approval of KFSC and Keyport.
9. Broker/Dealer is performing the acts covered by this Agreement in the
capacity of independent contractor and not as an agent or employee of
either KFSC or Keyport. Neither KFSC nor Keyport shall be liable for any
obligation, act or omission of Broker/Dealer.
10. Broker/Dealer shall be paid by Keyport (on behalf of KFSC) compensation for
the sale of Contracts as set forth in the attached Compensation
Schedule(s). Keyport has the right to charge back any such compensation
under the conditions stated in such Schedule(s). Any Compensation Schedule
can be changed by KFSC and Keyport as of a specified date, provided such
date is at least 10 days after the date the change is mailed to
Broker/Dealer's last known address. Any such change will apply only to
purchase payments received by Keyport after the effective date of the
change.
11. This Agreement shall take effect as of the date it is signed by Keyport,
which date is shown below. It shall continue in force from year to year
unless it is terminated. This Agreement may be terminated for any reason by
any party; such termination will become effective 60 days after the mailing
of a notice of termination to the other parties last known address. This
Agreement may be terminated by KFSC or Keyport for cause (i.e.
Broker/Dealer's violation of any of the terms of this Agreement); such
termination will become effective on the 10th day after the mailing of a
notice of termination to the Broker/Dealer's last known address if
Broker/Dealer has not cured the cause by such day. Failure of KFSC or
Keyport to terminate this Agreement upon knowledge of a cause shall not
constitute a waiver of the right to terminate at a later time for such
cause provided such cause has not been cured in the interim. This Agreement
shall immediately terminate automatically if Broker/Dealer shall cease to
be a member of the NASD or to possess the requisite licenses and
appointments, and Broker/Dealer agrees to immediately notify KFSC and
Keyport of such an occurrence. No provisions of this Agreement other than
numbers 6, 9, 10 and 12 shall continue in force after any termination.
12. This Agreement may not be assigned by Broker/Dealer except with the written
consent of KFSC and Keyport. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
KEYPORT FINANCIAL SERVICES CORP. _____________________________________
(NAME OF BROKER/DEALER)
BY: _______________________________ BY: ______________________________________
(SIGNATURE OF AUTHORIZED PERSON)
TITLE:_____________________________
TITLE:____________________________________
DATE:______________________________ DATE:_____________________________________
KEYPORT LIFE INSURANCE COMPANY
BY: _______________________________
TITLE:_____________________________
DATE:______________________________
