Exhibit 3
SEPARATE ACCOUNT
DISTRIBUTION AGREEMENT
AGREEMENT made this day 23rd day of May, 2000, by and between JEFFERSON PILOT
VARIABLE CORPORATION, a corporation organized and existing under the laws of the
State of North Carolina with its principal place of business in Concord, New
Hampshire (herein the "Distributor"), JEFFERSON PILOT FINANCIAL INSURANCE
COMPANY, an insurance company organized and existing under the laws of the State
of New Hampshire with its principal place of business in Concord, New Hampshire
herein called the "Company") and JPF VARIABLE ANNUITY SEPARATE ACCOUNT, a
separate account established pursuant to the provisions of Section 408:23 et seq
of the New Hampshire Revised Statutes Annotated and a registered investment
Company under the Investment company Act of 1940 ("the "1940 Act") (herein the
"Separate Account").
W I T N E S S E T H :
WHEREAS, the Company and the Separate Account propose to offer for sale
certain variable annuity contracts (together with any riders, the "Contracts")
which may be deemed to be securities under the Securities Act of 1933 ("the
"1933 Act") and the laws of some states; and
WHEREAS, the Distributor is registered as a broker-dealer with the
Securities and Exchange Commission ("the SEC") under the Securities Exchange Act
of 1934 ("the 1934 Act") and is a member of the National Association of
Securities Dealers, Inc. (the"NASD"); and
WHEREAS, the parties desire to have the Distributor act as principal
underwriter for the Separate Account and assume fully responsibility for the
securities activities of any "person associated" (as that term is defined in
Section 3 (a) (18) of the 1934 Act) with the Distributor and engaged directly
or indirectly in the variable annuity operation (the " Associated Persons") and
WHEREAS, the parties desire to have the Company perform certain services in
connection with the sale of the Contracts:
NOW THEREFORE, in consideration of the covenants and mutual promises herein
contained and of other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Distributor and the Company
agree as follows:
1. The Distributor will act as the exclusive principal underwriter
during the term of this Agreement in each state or other jurisdiction where
the Contracts may legally be sold. The Distributor shall at all times
function as and be deemed to be an independent contractor and will be under
no obligation to effectuate any particular amount of sales of Contracts or
to promote or make sales, except to the extent the Distributor deems
advisable. The Distributor may enter into selling agreements with other
broker-dealers for the sale of the Contracts by registered representatives
of such broker-dealers. Anything in this agreement to the contrary
notwithstanding, the Company retains the ultimate right to control the sale
of the Contracts, including the right to suspend sales in any jurisdiction
or jurisdictions, to appoint and discharge agents of the Company, or to
refuse to sell a Contract to any applicant for any reason whatsoever.
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2. The Distributor will assume full responsibility for the securities
activities of, and for securities law compliance by, the Associated
Persons, including, as applicable, compliance with the NASD Rules of Fair
Practice and Federal and state laws and regulations. The Distributor,
directly or through the Company as its agent, will (a) make timely filings
with the SEC, NASD, and any other securities regulatory authorities of any
sales literature or materials relating to the Separate Account, as required
by law to be filed (b) make available to the Company copies of any
agreements or plans intended for use in connection with the sale of the
Contracts in sufficient number and in adequate time for clearance by the
appropriate regulatory authorities before they are used, and (c) train the
Associated Persons, use its best efforts to prepare them to complete
satisfactorily and any and all applicable NASD and state qualification
examinations, register the Associated Persons as its registered
representatives before they engage in securities activities, and supervise
and control them in the performance of such activities. In connection with
the clearance by appropriate regulatory authorities the parties agree to
use their best efforts to obtain such clearance by the appropriate
regulatory authorities as expeditiously as reasonably possible and shall
not use any materials, plan or agreement in any jurisdiction unless all
filings have been made and approvals obtained that are necessary to make
said use proper and legal therein.
3. The Company shall undertake to appoint the Distributor's qualified
representatives as life insurance agents of the Company, and, as
appropriate, upon the request of the Distributor, those of other
borker-dealers who enter into selling agreements with the Distributor. The
Company shall be responsible for ensuring that only agents properly
qualified under the insurance laws of all relevant jurisdictions will
engage in the offer and sale of Contracts. Completed applications for the
Contracts shall be transmitted directly to the Company for acceptance or
rejection in accordance with insurance underwriting and selection rules
established by the Company. Initial and subsequent premium payments under
the Contracts shall be made payable to the Company and shall be held in a
fiduciary capacity for and forwarded to the Company promptly (and, in any
event, within not more than 30 days).
4. The Distributor shall take reasonable steps to ensure that the
various representatives appointed by it shall not make recommendations to
an applicant to purchase a Contract in the absence of reasonable grounds to
believe that the purchase of the Contract is suitable for said applicant.
While not limited to the following, a determination of suitability shall be
based on information furnished to a representative after reasonable inquiry
of such applicant (and any other information known about the applicant)
concerning the applicant's insurance and investment objectives and
financial situation and needs, including the likelihood that the applicant
will make sufficient premium payments to derive the benefits thereof.
No persons shall use any sales aids, promotional material, or sales
literature which has not been specifically approved in advance by the
Company, and the Company will be responsible for filing such items, as
necessary, with any insurance regulatory authorities and, where necessary,
obtaining approvals of said authorities. No person shall, in connection
with the offer or sale of the Contracts, make any representations or
communicate any information regarding the Contracts or the Company, which
are not contained in materials approved by the Company as aforesaid or in
the then-effective Registration Statement of the Separate Account under the
Securities Act of 1933.
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5. As between the Company and the Distributor, the Company will,
except as otherwise provided in this Agreement, bear and/or reimburse the
Distributor for the cost of all services and expenses, including direct
legal services and expenses and registration, filing and other fees, in
connection with (a) registering and qualifying the Separate Account, the
Contracts, and (to the extent requested by the Distributor) the Associated
Persons with Federal and state regulatory authorities and the NASD
(including the training of Associated Persons for this purpose), (b)
printing, filing and distributing all registration statements and
prospectuses (including amendments), Contracts, notices, periodic reports,
proxy solicitation material, sales literature and advertising filed or
distributed in connection with the sale of the Contracts (c) complying with
the requirements of Section 7 below, and (d) performing its obligations
under its Distribution Agreement with Jefferson Pilot Variable Fund, Inc.,
including, without limitation, the Distributor's obligations thereunder to
pay said fund's distribution expenses.
6. The Company will, in connection with the sale of the Contracts,
reimburse the Distributor for all amounts (including the sales commissions,
and manager's overrides described in the prospectus for the Contracts) paid
to the sales representatives, managers, or to other broker-dealers who have
entered into selling agreements with the Distributor.
7. The Distributor, directly or through the Company as its agent, will
(a) maintain and preserve in accordance with Rules 17a-3 and 17a-4 under
the 1934 Act all books and record required to be maintained in connection
with the offer and sale of the Contracts being distributed pursuant to this
Agreement, which books and records shall remain the property of the
Distributor and shall be subject to inspection by the Securities and
Exchange Commission in accordance with Section 17(a) of the Act, and (b)
upon or prior to completion of each transaction for which a confirmation is
legally required, send a written confirmation for each such transaction
reflecting the facts of the transaction. All record maintained hereunder
will be available to properly constituted governmental authorities, should
the same be required to be filed or reviewed by said authorities. The
Company shall have access to all records maintained hereunder and, upon
reasonable request, copies shall be furnished to the Company.
8. The Distributor will execute such papers and do such acts and
things as shall from time-to-time be reasonably requested by the Company
for the purpose of (a) maintaining the registration of the Contracts under
the 1933 Act and the Separate Account under the 1940 Act, and (b)
qualifying and maintaining qualification of the Contracts for sale under
the applicable laws of any state.
9. Each party hereto shall advise the other promptly of (a) any action
of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of the Separate Account
or the Contracts, or the right to offer the Contracts for sale, and (b) the
happening of any event which makes untrue any statement or which requires
the making of any change, in the registration statement or prospectus in
order to make the statements therein not misleading.
10. Neither party hereto shall be liable to the other for any action
taken or omitted by it, or any of its officers, agents or employees, in
performing their responsibilities under this Agreement in good faith and
without negligence, willful misfeasance or reckless disregard of such
responsibilities.
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11. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from the Company such amounts and
at such times as may from time-to-time be agreed upon by the Distributor
and the Company.
12. As compensation for its services performed and expenses incurred
under this Agreement, the Company will receive all amounts charged as
"Sales Charges" under the Contracts. It is understood that the Company
assumes the risk that the above compensation for its services may not prove
sufficient to cover its actual expenses in connection therewith.
13. It is understood that any Contract Owner or agent of the Separate
Account may be a contract owner, shareholder, director, officer, employees
or agent of, or be otherwise interested in the Distributor, any affiliated
person of the Distributor, any organization in, which the Distributor may
have an interest or any organization which may have interest in the
Distributor; that the Distributor, any such affiliated person or any such
organization may have an interest in the Separate Account; and that the
existence of any such dual interest shall not affect the validity hereof or
of any transaction hereunder except as may otherwise be provided in the
articles of organization or by-laws of the Distributor or by specific
provisions of applicable law. For the purpose of this Agreement, the term
"affiliated persons" shall have its respective meaning defined in the 1940
Act subject, however, to such exemptions as may be granted or pursuant to
that Act.
14. This Agreement shall become effective as of the date of its
execution, shall continue in full force and effect until terminated, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated at any time without penalty on sixty days' written notice by any
party to the others.
15. The Distributor will not assign or delegate its responsibilities
under this Agreement, except with the written consent of the Company.
16. This Agreement shall be construed in accordance with the laws of
the State of New Hampshire.
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17. The Distributor shall keep confidential any information obtained
pursuant to this Agreement, and shall disclose such information only if the
Company has authorized such disclosures, or if such disclosure, is
expressly required by applicable Federal or state authorities.
18. The Distributor, the Company and the Separate Account agree to
cooperate fully in any insurance regulatory examination, investigation or
proceeding or any juridical proceeding arising in connection with the
Contracts. The Distributor, the Company and the Separate Account further
agree to cooperate fully in any securities regulatory examination,
investigation or proceeding or any judicial proceeding with respect to the
Company, the Separate Account, the Distributor, their affiliates and their
agents or representatives, to the extent that such examination,
investigation or proceeding is in connection with Contracts distributed
under this Agreement. The Distributor shall furnish applicable Federal and
state regulatory authorities with any information or reports in connection
with its services under this Agreement, which authorities may request in
order to ascertain whether the Company's operations are being conducted in
a manner consistent with any applicable law or regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year and year first written above.
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Jefferson Pilot Variable Corporation
By: /s/ Ronald R. Angarella
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Title: President
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JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FOR ITSELF AND ON BEHALF OF ITS
JPF VARIABLE ANNUITY SEPARATE ACCOUNT
By: /s/ Ronald R. Angarella
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Title: President
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