PAYING AGENT AGREEMENT
AGREEMENT made as of the 26th day of April, 2001, by and between,
Equitrust Marketing Services, LLC, a Delaware limited liability company
("Distributor"); and EquiTrust Life Insurance Company. ("Agent"), a licensed
insurance company.
WITNESSETH
WHEREAS, Career Agents of Agent, who are also registered representatives
of Distributor ("Representative"), receive commissions for the sale of EquiTrust
Life Insurance Company variable insurance products (the "Contracts") to the
public through Distributor; and
WHEREAS, Agent intends to perform certain administrative functions,
including the payment of commissions on behalf of Distributor.
NOW, THEREFORE, in consideration of their mutual promises, Distributor and
Agent hereby agree as follows:
1. PAYMENT OF COMPENSATION AND EXPENSES
a. COMPENSATION FOR SALES OF THE CONTRACTS. Agent shall pay
commissions on behalf of Distributor pursuant to Section 11 of the
Underwriting Agreement between Agent and Distributor and will
maintain the books and records reflecting such payments in
accordance with the requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act"), on behalf of Distributor.
Distributor shall not be liable for any losses resulting from
commissions paid on premiums which are not received and retained by
Agent.
b. NO RIGHTS TO COMPENSATION. Agent shall have no right to
compensation for the performance of any activities under this
Agreement. No Representative shall have any interest in this
Agreement or right to any compensation to be paid to or on behalf
of Distributor hereunder.
2. PERFORMANCE OF SERVICES
a. PURELY MINISTERIAL SERVICE. Agent represents that the making of
payments by Agent to the Representatives on behalf of Distributor
shall be performed as a purely ministerial service. Agent
represents that any additional activities it performs on behalf of
Distributor under this Agreement shall be limited to the
ministerial acts of calculating commissions, making and keeping
records, and reporting functions.
b. BOOKS AND RECORDS. Payments by Agent to the Representatives shall
be properly reflected on the books and records of Distributor.
Distributor shall retain responsibility for the same recordkeeping
requirements which would be applicable to it if the payments were
made directly by Distributor.
c. ACCESS TO RECORDS. Agent represents that any books or records it
maintains on behalf of Distributor pursuant to this Agreement
belong solely to Distributor and, at the request of Distributor,
shall be made available to Distributor for its use or for
inspection by any state, federal, or other regulator.
d. SUPERVISION AND COMPLIANCE. As the principal underwriter for the
Contracts, Distributor shall retain full responsibility for and
shall continue to perform the supervision, compliance, and similar
functions it currently undertakes.
e. SECURITIES ACTIVITIES. Distributor has and assumes full
responsibility for the securities activities of all persons engaged
directly and indirectly in its securities operations, each such
person being an "associated person" with Distributor, as defined in
Section 3(a)(18) of the 1934 Act and, therefore, a person for whom
the Distributor has full responsibility as contemplated by Section
15(b)(4)(E) of the 1934 Act.
f. ADDITIONAL REQUIREMENTS. In all dealings with or on behalf of the
Distributor, with respect to the subject matter of this Agreement,
Agent agrees to comply with all applicable provisions of Securities
Release No. 8389 under the 1934 Act and the terms and conditions of
the SENTRY INSURANCE A MUTUAL COMPANY No Action Letter dated
September 6, 1987, as though it is a person associated with
Distributor and for purposes of the Agreement hereby agrees to be
so associated with Distributor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized officers designated below as of the date specified
above.
DISTRIBUTOR
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Vice President - Investment Administration
AGENT
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
Chief Executive Officer and Director
