Selling Group Agreement
Chase Insurance Life Company of New York (CILCONY)
[address]
THIS AGREEMENT ("Agreement") is made by and between Investors Brokerage
Services, Inc. ("IBS") Principal underwriter/distributor of variable products
issued by Chase Insurance Life Company of New York and Broker-Dealer.
RECITALS:
A. IBS, pursuant to the provisions of Distribution Agreements ("Distribution
Agreements") between it and Chase Insurance Life Company of New York
("CILCONY"), acts as the principal underwriter of certain variable annuity
contracts and variable life insurance policies (the "variable products" or
"Contracts") issued by CILCONY. Such Contracts, and the investment options
available thereunder, are identified in Schedule 1 to this Agreement at the
time that this Agreement is executed, and such other Contracts that may be
added to Schedule 1 from time to time in accordance with Section 1.5 of
this Agreement. IBS desires that Broker-Dealer distribute such variable
products in those states or jurisdictions in which Broker-Dealer, IBS,
CILCONY and the Contracts are appropriately licensed, qualified or
approved, and Broker-Dealer desires to sell such Contracts, through its
agents in such states or jurisdictions, on the terms and conditions set
forth hereinafter. CILCONY has authorized IBS to enter into separate
written agreements with broker-dealers pursuant to which such
broker-dealers would be authorized to participate in the distribution of
the Contracts and would agree to use their best efforts to solicit
applications for the Contracts to the general public.
B. CILCONY, pursuant to General Agent Agreements, has authorized Broker-Dealer
or an affiliate to act as a general agent ("General Agent") for the
solicitation of applications for the Contracts and to engage in the
distribution activities contemplated by this Agreement and such General
Agent Agreements.
C. The parties to this Agreement desire that Broker-Dealer be authorized to
solicit applications for the sale of the Contracts to the general public
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties agree as follows:
Section 1: Representations and Warranties; Authorizations
1.1 Broker-Dealer agrees to use its best efforts on behalf of IBS while
performing the functions set forth herein. Broker-Dealer shall be free to
exercise its own judgment as to whom to solicit and the time, place, and
manner of solicitation. Broker-Dealer shall pay all expenses incurred by it
hereunder and shall comply with all applicable federal and state laws,
ordinances and regulations relating thereto.
1.2 Broker-Dealer is authorized, except as hereinafter specifically provided,
to cause its representatives ("Registered Representatives") to sell such
Contracts in the states and jurisdictions in which Broker-Dealer and its
Registered Representatives are appropriately licensed, registered or
otherwise qualified and in which the Contracts are duly authorized.
Broker-Dealer shall not have the authority nor shall it grant such
authority to any of its Registered Representatives, on behalf of IBS and/or
CILCONY: to make, alter or discharge any Contract or other contract entered
into pursuant to a Contract; to waive any Contract's forfeiture provisions;
to extend the time of paying any premiums; or to receive any monies or
premiums from applicants for or purchasers of the Contracts (except for the
sole purpose of forwarding monies or premiums to CILCONY). IBS, in its sole
discretion, may reject any application for a Contract submitted to it by
the Broker-Dealer or any of its Registered Representatives.
1.3 IBS, subject to the terms and conditions contained herein, hereby
authorizes Broker-Dealer as an independent contractor, on a non-exclusive
basis, to make sales of such Contracts for which IBS acts as distributor.
Broker-Dealer agrees to direct the sales activities of its Registered
Representatives and to enforce written supervisory procedures to assure
strict compliance with applicable rules and regulations under the
Securities Exchange Act of 1934 ("1934 Act"), the National Association of
Securities Dealers, Inc. ("NASD") rules, and other applicable federal and
state statutes and regulations.
1.4 Nothing herein contained shall constitute Broker-Dealer or any of its
Registered Representatives as employees of IBS or CILCONY in connection
with the solicitation of applications for the Contracts.
1.5 Schedule 1 to this Agreement may be amended by IBS at its sole discretion
from time to time to include other Contracts (or investment options)
distributed by IBS pursuant to the Distribution Agreements or other
distribution agreements with CILCONY, or to delete Contracts (or investment
options) from the Schedule. The provisions of this Agreement shall be
equally applicable to each Contract listed on Schedule 1 unless the context
otherwise requires.
Section 2: Representations and Warranties: Registration, Licensing and
Compliance
2.1 Broker-Dealer represents, warrants and covenants that:
a. It is and will remain at all times during the terms of this Agreement
a member in good standing of the NASD and a broker-dealer duly
registered with the Securities and Exchange Commission ("SEC") under
the 1934 Act and licensed as a broker-dealer in each state or other
jurisdiction in which Broker-Dealer intends to perform its functions
and fulfill its obligations under this Agreement.
b. It is in compliance, and during the term of this Agreement, will
remain in compliance, with all applicable federal and state security
laws and regulations and the requirements of the NASD and any
applicable securities exchanges of which it is a member.
c. It is a corporation organized, existing and in good standing under
applicable state law and is qualified to do business as a corporation
in those states or jurisdictions where it is or will be doing
business.
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d. Only Registered Representatives of Broker-Dealer who are agents of
CILCONY, and who are licensed, registered, or otherwise qualified to
offer and sell the variable products, may do so under this Agreement
and as permitted under the applicable insurance laws of such state or
jurisdiction under which the Registered Representatives are authorized
to perform their activities.
e. It is in compliance with all applicable insurance laws and
regulations, including without limitation state insurance laws and
regulations imposing insurance licensing requirements.
f. It shall carry out its sales and administrative obligations under this
Agreement in continued compliance with federal and state laws and
regulations, including those governing securities and/or
insurance-related activities or transactions, as applicable.
g. It has blanket bond insurance coverage. Broker-Dealer has the
affirmative duty to maintain its blanket bond insurance coverage.
Broker-Dealer will notify IBS immediately in the event a determination
is made to cancel, terminate or substantially modify its blanket bond
insurance coverage.
h. It routinely performs a review of each application submitted to it for
appropriate suitability under NASD, SEC or State guidelines.
i. It agrees that its activities conducted under this Agreement, and any
use or disclosures of information, shall comply with all privacy and
security requirements of the federal Xxxxx-Xxxxx-Xxxxxx Act and other
applicable federal, state, and local privacy laws, regulations, and
ordinances.
j. It understands and acknowledges that CILCONY and its employees are
committed to complying with the USA Patriot Act, including its
anti-money laundering rules and the regulations thereunder. It further
acknowledges that it has enacted similar policies (where applicable)
and is in compliance with applicable sections of the USA Patriot Act
and the regulations thereunder.
k. Compliance information can be found on the [website]
2.2 Broker-Dealer will be responsible for the training, supervision and control
of its Registered Representatives engaged in the offer and sale of the
Contracts and will supervise strict compliance with applicable federal and
state securities laws and NASD rules. IBS shall have no responsibility in
connection with such program of supervision and compliance.
2.3 If General Agent is an Affiliate of Broker-Dealer as reflected in Recital
B. to this Agreement, then by engaging in the distribution activities
contemplated by this Agreement, Broker-Dealer represents and warrants
either that:
a. Broker-Dealer
(i) Has obtained a letter from the Staff of the SEC advising Broker-Dealer
that the Staff will not recommend enforcement action if General Agent
is not registered as a broker-dealer with the SEC; or
(ii) Is relying upon a no-action letter issued by the Staff of the SEC at
the request of a broker-dealer that, also, was a licensed insurance
agent engaged in distribution activities similar to those contemplated
by this Agreement, and where the Staff did not recommend enforcement
action if the insurance agent was not registered as a broker-dealer
with the SEC; and
(iii) Is complying and will continue to comply with the conditions set
forth in such letters at all times while this Agreement is in effect;
or
b. that at the time that this Agreement becomes effective and during the
term of this Agreement
(i) General Agent is wholly-owned by Broker-Dealer or an affiliated person
of Broker-Dealer or is wholly-owned by one or more associated persons
of Broker-Dealer;
(ii) General Agent and its personnel will be "associated persons" of
Broker-Dealer within the meaning of Section 3(a)(18) of the 1934 Act;
(iii) General Agent will engage in the offer or sale of the Contracts only
through persons who are also Registered Representatives of
Broker-Dealer;
(iv) General Agent will not receive or handle customer funds or securities;
(v) Broker-Dealer will be responsible for the training, supervision and
control of its Registered Representatives engaged in the offer or sale
of the Contracts on behalf of General Agent, as required under the
1934 Act, the NASD rules and other applicable federal and state
statutes and regulations, and will also be responsible for the
supervision and control of any of its associated persons who are
owners, directors, or executive officers of General Agent;
(vi) Broker-Dealer will, in the offer and sale of the Contracts by it or
General Agent, comply with all applicable requirements of the 1934 Act
and the NASD, including the requirement to maintain and preserve books
and records under Section 17(a) of the 1934 Act and the rules
thereunder; and
(vii) Commissions and fees relating to the Contracts will be reflected in
the quarterly FOCUS reports and the fee assessment reports filed by
Broker-Dealer with the NASD.
2.4 Broker-Dealer shall notify IBS and CILCONY immediately in writing if
Broker-Dealer fails to comply with any of the applicable provisions set
forth above.
2.5 IBS represents and warrants that all Contracts are legally issued,
registered and filed as required by applicable federal securities and state
insurance laws.
Section 3: Sales Materials
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3.1 Broker-Dealer shall submit to IBS, for written approval in advance of use,
all promotional sales, and advertising material and signs involving the use
of IBS's and CILCONY's name and/or pertaining to the sale of any Contract.
3.2 IBS will file such materials or will cause such materials to be filed with
the SEC, the NASD, and with any state securities regulatory authorities, as
appropriate.
Section 4: Compensation
4.1 Except as otherwise stated herein, Broker-Dealer shall be entitled to
commissions with respect to sales of such Contracts it shall make in
accordance with the Schedule of Commissions under the General Agent
Agreements with CILCONY. Commissions are payable by CILCONY through IBS or
as otherwise permitted by law or regulations. Any obligation of IBS to pay
such commissions will occur only following receipt of such amounts by IBS
from CILCONY.
Section 5: Term and Exclusivity of Agreement
5.1 No relationship of principal and agent or partnership or joint venture
between the parties hereto is intended to be established and neither party
shall hold itself out as the agent, partner or joint venturer of or with
the other party in any respect whatsoever.
5.2 This Agreement may be terminated at any time by either party upon thirty
(30) days written notice to the other, and may be terminated immediately by
IBS for cause. For purposes of this Section, "cause" shall mean failure to
return money to clients where appropriate, failure to account for any money
received from or on behalf of IBS, any fraud, misrepresentation or
dishonesty in any relationship with IBS, its affiliates, or any past,
present or proposed client, violation of any federal or state law or
regulation, or violation of any of the terms of this Agreement.
5.3 Notice of termination shall be deemed to be given on the day mailed or
delivered by hand to an officer of either party. If mailed to IBS, such
notice shall be addressed to the principal office of IBS, and if mailed to
the Broker-Dealer, shall be addressed to the last known address as shown on
the records of IBS.
Section 6: Complaints and Investigations
6.1 Each party shall cooperate fully with the other party in any securities or
insurance regulatory investigation or proceeding or judicial proceeding
with respect to IBS and CILCONY, and/or Broker-Dealer and its Registered
Representatives or any Affiliate, to the extent that such investigation or
proceeding is in connection with the Contracts marketed under this
Agreement.
Section 7: Assignment
7.1 Broker-Dealer may not assign this Agreement without the prior written
approval of IBS, unless the assignment is to an affiliate.
7.2 This Agreement is exclusively for and shall inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors
and assigns and shall not be deemed to create any rights for the benefit of
third parities.
Section 8: Confidentiality
8.1 Each party will keep confidential information it may acquire as a result of
this Agreement, including any customer list or other propriety information
that it may acquire in the performance of this Agreement, and shall not use
such customer list or information without the prior written consent of the
other party which requirement shall survive the termination of this
Agreement.
Section 9: Modification of Agreement
9.1 This Agreement supersedes all prior agreements, either oral or written,
between the parties relating to the Contracts and, except for any amendment
of Schedule 1 pursuant to the terms of Section 1.5 hereof or of the
Schedule of Commissions pursuant to the terms of Section 4 hereof, may not
be modified in any way unless by written agreement signed by all of the
parties.
Section 10: Indemnification
10.1 Broker-Dealer shall be responsible and liable for any damages arising out
of the acts or omissions of Broker-Dealer, its Registered Representatives,
and/or its employees and does hereby agree to indemnify and hold IBS
harmless against any loss or expense arising out of any of its Registered
Representatives, any Affiliate and/or employees failure to carry out fully
and without negligence the duties and responsibilities assigned to it
herein.
10.2 If any action or proceeding shall be brought against Broker-Dealer relating
to a Contract sold pursuant to this Agreement, Broker-Dealer shall give
prompt written notice to IBS.
10.3 In the event of any dispute with a Contract owner, IBS shall have the right
to take such action as IBS may in its sole discretion deem necessary to
promptly effect a mitigation of damages or limitation of losses without
obtaining the prior consent of Broker-Dealer and without waiving or
electing to relinquish any rights or remedies IBS may have against
Broker-Dealer.
10.4 IBS shall have the right to settle with any Contract owner engaged in a
dispute with IBS or Broker-Dealer without the prior consent of
Broker-Dealer and without waiving or electing to relinquish any rights or
remedies IBS may have against Broker-Dealer.
10.5 Without limiting the foregoing indemnities, IBS and Broker-Dealer each
agree to indemnify and hold harmless the other against any breach of
representation, warranty or covenant herein by the indemnifying party.
10.6 The indemnification provisions of this Agreement shall remain operative and
in full force and effect, regardless of the termination of this Agreement
and shall survive any such termination.
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Section 11: Right, Remedies, etc. are Cumulative
11.1 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws. Failure of either party to insist upon strict
compliance with any of the conditions of this Agreement shall not be
construed as a waiver of any of the conditions, but the same shall remain
in full force and effect. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
Section 12: Notices
12.1 All notices hereunder are to be made in writing and shall be either hand
delivered or transmitted by registered or certified United States mail with
return receipt requested to the principal office of the party and shall be
effective upon delivery, except as otherwise provided in Section 5.2 of
this Agreement.
Section 13: Interpretation, Jurisdiction, etc.
13.1 This Agreement constitutes the whole agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior oral or
written understandings, agreements or negotiations between the parties with
respect to the subject matter hereof. No prior writings by or between the
parties hereto with respect to the subject matter hereof shall be used by
either party in connection with the interpretation of any provisions of
this Agreement.
13.2 This Agreement is made in the State of Illinois, and all questions
concerning its validity, construction or otherwise shall be determined
under the laws of Illinois without giving effect to principles of conflict
of laws.
Section 14: Headings
14.1 The headings in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
Section 15: Counterparts
15.1 This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
Section 16: Severability
16.1 This is a severable Agreement. In the event that any provisions of this
Agreement would require a party to take action prohibited by applicable
federal or state law or prohibit a party from taking action required by
applicable federal or state law, then it is the intention of the parties
hereto that such provisions shall be enforced to the extent permitted under
the law, and, in any event, that all other provisions of this Agreement
shall remain valid and duly enforceable as if the provision at issue had
never been a part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year indicated below.
INVESTORS BROKERAGE SERVICES, INC. ---------------------------------------
(Broker/Dealer) (Broker/Dealer)
-------------------------------------- ---------------------------------------
By By
-------------------------------------- ---------------------------------------
Print Name Print Name
-------------------------------------- ---------------------------------------
Title Title
-------------------------------------- ---------------------------------------
Date Date
800/554/5426 ---------------------------------------
Phone Number Phone Number
847/000-0000 ---------------------------------------
Fax Number Fax Number
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SCHEDULE 1
to
SELLING GROUP AGREEMENT
BETWEEN
INVESTORS BROKERAGE SERVICES, INC.
AND
Effective , 2005
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CONTRACTS:
CILCONY's The One Variable Annuity
INVESTMENT OPTIONS:
.. One Group Investment Trust:
. One Group(R) Investment Trust Bond Portfolio
. One Group(R) Investment Trust Government Bond Portfolio
. One Group(R) Investment Trust Balanced Portfolio
. One Group(R) Investment Trust Large Cap Growth Portfolio
. One Group(R) Investment Trust Equity Index Portfolio
. One Group(R) Investment Trust Diversified Equity Portfolio
. One Group(R) Investment Trust Mid Cap Growth Portfolio
. One Group(R) Investment Trust Diversified Mid Cap Portfolio
. One Group(R) Investment Trust Mid Cap Value Portfolio
.. Dreyfus Variable Investment Fund ("Dreyfus VIF"):
. Dreyfus VIF Money Market Portfolio
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