EXHIBIT (8)(j)
AGREEMENT
THIS AGREEMENT made this 2nd day of February, 1995 by and among AAG
SECURITIES, INC. ("AAG Securities"), AAG INSURANCE AGENCY, INC. ("AAG Agency")
and such other subsidiaries and affiliates of AAG Agency which may from
time-to-time become a party to this Agreement.
WHEREAS, AAG Securities is a member of the National Association of
Securities Dealers, Inc. ("NASD") and registered as a broker-dealer in various
jurisdictions;
WHEREAS, AAG Securities has registered representatives who have the
requisite licenses to sell both securities and insurance products;
WHEREAS, AAG Agency and certain subsidiaries are licensed as life insurance
agencies in various jurisdictions;
WHEREAS, AAG Securities and AAG Agency are both wholly-owned subsidiaries
of American Annuity Group, Inc.; and
WHEREAS, AAG Securities and AAG Agency desire to cooperate in connection
with the marketing and sale of variable annuities.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants contained herein, the parties agree as follows:
1. Parties to Agreements. AAG Securities and AAG Agency may from
time-to-time mutually decide that it is in their mutual best interests to enter
into agreements with issuers of variable annuity products to become agents for
such issuers. Any selling agreement or general agent agreement to be entered
into with any such issuer shall be executed by AAG Securities and AAG Agency or
one of its subsidiaries which is properly licensed as a life insurance agency in
the appropriate jurisdiction.
2. Agents. Only those individuals who are licensed with both AAG Securities
and AAG Agency or one of its subsidiaries will be permitted to market, sell or
service variable annuities through AAG Securities or AAG Agency or one of its
subsidiaries. Individuals who are licensed with the appropriate entities may
market, sell and service only those variable annuities which are subject to a
selling agreement or general agent agreement as to which AAG Securities and AAG
Agency or one of its subsidiaries are parties.
3. Licensing Files. AAG Securities shall be responsible for maintaining
licensing files for all individuals who are licensed with AAG Securities and AAG
Agency or one of its subsidiaries to permit the marketing, sale and servicing of
variable annuities.
4. Supervision. In each jurisdiction in which the parties hereto intend to
market variable annuities, AAG Securities and AAG Agency or one of its
subsidiaries shall designate a person to be responsible for supervision of all
variable annuity marketing. Such individual must be (i) an NASD registered
principal of AAG Securities, and ii) licensed with AAG Agency or one of its
subsidiaries to sell variable annuities.
5. Additional Duties. AAG Securities shall also perform the duties set
forth on Exhibit "A" attached hereto.
6. Commissions. All net dealer commissions earned on the sale of variable
annuity contracts shall be the property of AAG Agency or one of its
subsidiaries. For purposes of the foregoing, "net dealer commissions" shall mean
all commissions paid by the issuer of the contract that remain after all
commissions have been paid to properly licensed agents pursuant to agreements
among that agent, AAG Securities and AAG Agency or one of its subsidiaries.
7. Payment of Commissions. AAG Securities shall serve as the agent for the
payment of all commissions on variable annuities sold pursuant to this
Agreement. AAG Securities shall disburse such amounts and invoice AAG Agency or
one of its subsidiaries for the amounts paid. AAG Agency or one of its
subsidiaries agrees to promptly reimburse AAG Securities for the commissions
disbursed.
8. Accounting. All accounting for the commissions earned on variable
annuities sold pursuant to this Agreement shall be done in accordance with all
applicable state and federal laws and regulations and the rules of the NASD.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
10. Additional Parties. From time-to-time, subsidiaries of AAG Agency may
become parties to this Agreement by executing an Addendum agreeing to be bound
by the provisions hereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first above written.
AAG SECURITIES, INC.
BY: /s/ Xxxx X. Xxxxxxxx
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ITS: Senior Vice President
AAG INSURANCE AGENCY, INC.
BY: /s/ Xxxx X. Xxxxxxxx
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ITS: Senior Vice President
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EXHIBIT A
. AAG Securities will operate and be responsible for all securities services
provided in connection with the sale of insurance products.
. AAG Securities will be responsible for the control and supervision of all
agents selling insurance securities under this arrangement.
. AAG Securities will be responsible for training, controlling, supervising
and shall assume responsibility for all securities activities of agents
selling insurance securities under this arrangement.
. AAG Securities will conduct periodic audits of agents selling securities
under this arrangement to ensure that they are in compliance with AAG
Securities' operating procedures and the federal securities law.
. AAG Securities will approve and assume responsibility for any advertising
or promotional materials pertaining to insurance securities prior to
distribution to ensure that these materials are in compliance with federal
securities laws and the rules of the NASD.
. AAG Securities will comply with all statutory and regulatory requirements
of the federal securities laws and the rules of the NASD in connection with
the sale of insurance securities.
. AAG Securities will ensure that all its registered representatives comply
with all statutory and regulatory requirements of the federal securities
laws and the rules of the NASD that are applicable to registered
representatives.
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