Exhibit 3(d)
SELLING AGREEMENT
Agreement, made this __________________ day of _____________________, 20___ by
and between National Security Life and Annuity Company, Inc. ("NATIONAL
SECURITY") a New York corporation, Ohio National Equities, Inc. ("ONEQ"), an
Ohio corporation, and __________________________________________________ ("BD"),
a(n) ______________ corporation.
Whereas, NATIONAL SECURITY issues certain variable insurance contracts/policies
("Contracts") described in this Agreement, which are deemed securities under the
Securities Act of 1933 ("1933 Act"); and
Whereas, ONEQ is duly licensed as a Broker/Dealer with the National Association
of Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission
("SEC"); and
Whereas, NATIONAL SECURITY has appointed ONEQ as the Underwriter of the
Contracts; and
Whereas, NATIONAL SECURITY and ONEQ propose to have BD's representatives
("Representatives") who are, or will become, duly licensed insurance agents
solicit sales of the Contracts; and
Whereas, ONEQ delegates to BD, to the extent legally permitted, certain training
and administrative responsibilities and duties in connection with sales of the
Contracts;
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
1. APPOINTMENT
NATIONAL SECURITY and ONEQ hereby appoint BD to supervise solicitations of the
Contracts, and to facilitate solicitations of sales of the Contracts which are
described in the Schedule(s) of Commissions attached hereto.
2. REPRESENTATIONS
a. NATIONAL SECURITY, ONEQ and BD each represents to the others that it and
the below signed officers have full power and authority to enter into this
Agreement.
b. ONEQ represents to BD that it is registered as a Broker/Dealer under the
Securities Exchange Act of 1934 ("1934 Act") and under the state securities
laws of each jurisdiction in which such registration is required for the
sale of the Contracts and that ONEQ is a member of the NASD.
c. BD represents to ONEQ that it is registered as a Broker/Dealer under the
1934 Act and under the state securities laws of each jurisdiction in which
such registration is required for the sale of the Contracts, and that the
BD is a member of the NASD.
d. NATIONAL SECURITY represents to BD that the Contracts, including related
separate accounts, shall comply with the registration and all other
applicable requirements of the 1933 Act and the Investment Company Act of
1940 ("1940 Act"), and the rules and regulations thereunder, including the
terms of any order of the SEC with respect thereto.
e. NATIONAL SECURITY represents to BD that the Contracts it issues have been
duly filed and approved by the state insurance departments in such
jurisdictions where it is authorized to transact business, unless otherwise
indicated in the Schedule of Commissions.
f. NATIONAL SECURITY represents to BD that the Contract prospectuses included
in NATIONAL SECURITY's Registration Statement and in post-effective
amendments thereto, and any supplements thereto, as filed or to be filed
with the SEC, as of their respective dates, contain or will contain, all
statements and information which are required to be stated therein by the
1933 Act and in all respects conform or will conform, to the requirements
thereof.
3. COMPLIANCE WITH NASD CONDUCT RULES AND FEDERAL AND STATE SECURITIES AND
STATE INSURANCE LAWS
BD agrees to abide by all rules and regulations of the NASD, including its
Conduct Rules, 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. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
BD certifies that any Representative who requests appointment from NATIONAL
SECURITY has not been convicted of a felony or a misdemeanor involving fraud or
dishonesty. BD shall assist NATIONAL SECURITY and ONEQ in the licensing and/or
appointment of Representatives under applicable insurance laws to sell the
Contracts (see attached General Letter of Recommendation). BD understands
that NATIONAL SECURITY reserves the right to refuse to appoint any
Representative or, once appointed, to thereafter terminate the same. BD shall
notify ONEQ if any Representative ceases to be a registered representative of
BD, or if any Representative becomes the subject of adverse action (e.g., an
amended U-4).
5. SUPERVISION OF REPRESENTATIVES
BD shall have full responsibility for training and supervision of all
Representatives associated with BD who are engaged directly or indirectly in the
offer or sale of the Contracts and all such persons shall be subject to the
control of BD with respect to such persons' activities in connection with the
sale of the Contracts. BD shall comply with the administrative procedures of
NATIONAL SECURITY and ONEQ involving state and federal securities law and state
insurance law.
Before Representatives engage in the solicitation of applications for the
Contracts, BD will cause: (1) the Representatives to be registered
representatives of BD; (2) the Representatives to qualify under applicable
federal and state laws to engage in the sale of the Contracts; (3) the
Representatives to be trained in the sale of the Contracts; and (4) the
Representatives to limit solicitations for the Contracts to jurisdictions where
NATIONAL SECURITY has authorized such solicitation.
BD is specifically charged with the responsibility of supervising and reviewing
its Representatives' use of sales literature and advertising and all other
communications with the public in connection with the Contracts. No sales
solicitation, including the delivery of supplemental sales literature or other
such materials, shall occur, be delivered to, or used with a prospective
purchaser unless accompanied or preceded by appropriate then current
prospectus(es).
In the event a Representative fails to meet the BD's rules and standards with
respect to the solicitation of Contracts, BD shall act to terminate the sales
activities of such Representative relating to the Contracts.
6. SALES PROMOTION MATERIAL AND ADVERTISING
No sales promotion materials or advertising relating to the Contracts shall be
used by BD unless the specific items have been approved in writing by NATIONAL
SECURITY.
7. SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
NATIONAL SECURITY. BD will review all sales for suitability and all applications
for completeness and correctness as to form. BD will promptly, but in no case
later than the end of the next business day following receipt by BD, forward to
NATIONAL SECURITY all complete and correct applications for suitable
transactions, together with any payments received with the applications.
NATIONAL SECURITY reserves the right to reject any Contract application and
return any payment made in connection with an application which is rejected.
Contracts issued on accepted applications will be forwarded to BD or its
Representatives for delivery to the Contract Owner within five (5) days after
the date of issue, unless otherwise agreed by the parties hereto.
8. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of NATIONAL SECURITY and shall be transmitted to NATIONAL SECURITY
by BD immediately in accordance with the administrative procedures of NATIONAL
SECURITY without any deduction or offset for any reason, unless otherwise agreed
by the parties hereto. CUSTOMER PREMIUM CHECKS SHALL BE MADE PAYABLE TO THE
ORDER OF "NATIONAL SECURITY LIFE AND ANNUITY COMPANY".
9. COMMISSIONS PAYABLE
Commissions payable in connection with the contracts shall be paid to BD, or its
affiliated insurance agency, according to the Commission Schedule(s) relating to
this Agreement as they may be amended from time to time and in effect at the
time the Contract Payments are received by NATIONAL SECURITY. NATIONAL SECURITY
reserves the right to: revise the Commission Schedules at any time upon at least
thirty (30) days prior written notice to BD;. NATIONAL SECURITY also reserves
the right to adjust the compensation payable on sales of NATIONAL SECURITY
products that replace existing NATIONAL SECURITY contracts; and offset future
compensation payable to BD against any compensation to be returned to NATIONAL
SECURITY by BD. Compensation to the BD's Representatives for Contracts solicited
by the Representatives and issued by NATIONAL SECURITY will be governed by
agreement between BD and its Representatives and its payment will be the BD's
responsibility. In those states where express assignment of commissions is
required, BD hereby assigns its representatives' commissions to its affiliated
insurance agency for those states.
BD will not pay any compensation to an agent licensed pursuant to this Agreement
until such agent is authorized to receive such compensation under applicable
state law.
The terms of compensation shall survive this Agreement unless the Agreement is
terminated for cause by NATIONAL SECURITY, provided that BD remains a
broker-dealer in good standing with the NASD and other state and federal
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regulatory agencies and that BD remains the broker-dealer of record for the
account.
10. CANCELLATION OF POLICY
If NATIONAL SECURITY refunds premiums or returns contract values and waives
surrender charges on any Contract for any reason, then no commission will be
payable with respect to said premiums and any commission previously paid for
said premiums shall be refunded to ONEQ. However, NATIONAL SECURITY will not
refund premiums or return contract values and waive surrender charges to satisfy
customer complaints without prior notification to BD.
ONEQ agrees to notify BD within thirty (30) days after it receives notice from
NATIONAL SECURITY of any premium refund or a commission chargeback.
11. ADDITIONAL PARTY TO THIS AGREEMENT
In the event that BD is not licensed as an insurance agency in any state where
it wishes to solicit contracts, but utilizes an affiliated entity to satisfy
state insurance laws, such affiliated entity shall sign this Agreement and BD
shall countersign this Agreement, and BD and its affiliated entity shall be duly
bound thereby. All references to BD in this Agreement shall include any
affiliated insurance entity.
12. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
No party to this Agreement will be liable for any obligation, act or omission of
the other. Each party to this Agreement will hold harmless and indemnify
NATIONAL SECURITY, ONEQ, and BD as appropriate, for any loss or expense suffered
as a result of the actual or alleged violation of, or noncompliance with, any
applicable law or regulation by a party or by an Associated Person of that
party. The term "Associated Person" as used herein shall be defined consistently
with the definition of such term as contained in Article I of the NASD By-laws.
13. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent.
14. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of the right to terminate this
Agreement at a later time for any of these causes.
15. AMENDMENTS
Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
16. INDEPENDENT CONTRACTORS
BD and its Representatives are independent contractors with respect to NATIONAL
SECURITY and ONEQ.
17. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
BD agrees to notify ONEQ in a timely fashion of any disciplinary proceedings
against any of BD's Representatives arising from the solicitation of sales of
the Contracts or any threatened or filed arbitration action or civil litigation
arising out of BD's solicitation of the Contracts.
18. BOOKS AND RECORDS
NATIONAL SECURITY, ONEQ and BD agree to maintain their books, accounts and
records so as to clearly and accurately disclose the nature and details of
transactions and to assist each other in the timely preparation of records. ONEQ
and BD shall each submit such records to the regulatory and administrative
bodies which have jurisdiction over NATIONAL SECURITY or the underlying mutual
fund shares.
Each party to this Agreement shall promptly furnish to the other party any
reports and information which the other party may reasonably request for the
purpose of meeting its reporting and record keeping requirements under the
insurance laws of any state, and under federal and state securities laws or the
rules of the NASD.
19. LIMITATIONS
No party other than NATIONAL SECURITY shall have the authority on behalf of
NATIONAL SECURITY to make, alter, or discharge any Contract issued by NATIONAL
SECURITY, to waive any forfeiture or to grant, permit, or extend the time of
making any Payments, or to alter the forms which NATIONAL SECURITY may
prescribe, or to substitute other forms in place of those prescribed by NATIONAL
SECURITY; or to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of NATIONAL SECURITY.
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20. TERMINATION
This Agreement may be terminated at the option of any party upon sixty (60) days
written notice to the other parties, or without notice at the option of any
party hereto upon a material breach by any party of the covenants and terms of
this Agreement.
21. NOTICE
All notices to NATIONAL SECURITY and ONEQ relating to this Agreement should be
sent to Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000, ATTN: Legal Department. All
notices to BD will be duly given if mailed to the address shown above.
22. GOVERNING LAW/ SEVERABILITY
This agreement will be construed in accordance with the laws of the State of
Ohio. Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall remain in
full force and effect.
23. GENERAL CONDUCT OF BD
BD expressly agrees that neither it nor its Representatives will: induce agents
to leave NATIONAL SECURITY; engage in any course of conduct to systematically
replace Contracts issued by NATIONAL SECURITY; or recommend or cause the
surrenders of cash values of the Contracts to purchase or exchange for insurance
policies or annuities issued by other insurance companies, unless such action is
in the best interests of the Contract Owner; or do anything prejudicial to
NATIONAL SECURITY's interests or that of its Contract Owners. This provision
will continue in force after the termination of this Agreement.
24. CUSTOMER COMPLAINTS
In the event a complaint is received by NATIONAL SECURITY or ONEQ from a
customer, NATIONAL SECURITY or ONEQ will advise BD as soon as possible of the
existence and nature of the complaint. BD shall have a reasonable amount of
time, not to exceed ten (10) days unless otherwise agreed to by the Parties, to
resolve the complaint.
In the event the complaint is not resolved, NATIONAL SECURITY may, in its sole
discretion, refund premiums or return contract values and waive surrender
charges or otherwise act to resolve the customer's complaint.
In the event a complaint is made by a customer or to a state or federal
regulatory agency or filed with an appropriate self-regulatory organization, BD
shall fully cooperate with NATIONAL SECURITY in responding to the complaint,
including providing all documents and records reasonably requested by NATIONAL
SECURITY.
25. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement or any
alleged breach thereof shall be settled by arbitration in accordance with the
Rules of the NASD. Such arbitration shall be commenced within one year after the
cause of action forming the basis of the controversy or claim accrued.
26. REQUIRED ELEMENTS OF THIS AGREEMENT
This agreement is not complete unless it includes a Commission Schedule, and the
General Letter of Recommendation, both of which are incorporated herein by
reference.
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NATIONAL SECURITY LIFE AND ANNUITY COMPANY, INC.
BY:
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Title:
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OHIO NATIONAL EQUITIES, INC.
BY:
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Title:
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BROKER DEALER
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Firm CRD # Tax ID Number
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(Name)
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(Street Address)
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(City, State, Zip)
BY:
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Title:
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BROKER-DEALER INSURANCE AFFILIATE
BY:
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Title:
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