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EXHIBIT 1.A(3)(b)
SELECTED BROKER AGREEMENT
THIS AGREEMENT, dated February 14, 2001, is entered into by and
between AFSG SECURITIES CORPORATION ("Distributor"), a Pennsylvania
corporation, PEOPLES BENEFIT LIFE INSURANCE COMPANY ("Company"), an Iowa
corporation, and INTERSECURITIES, INC. ("Broker"), a Delaware corporation.
This Agreement supersedes and replaces any prior Selected Broker Agreement
among the parties hereto.
WITNESSETH:
In consideration of the mutual promises contained herein, the parties
hereto agree as follows:
A. Definitions
(1) 1933 ACT -- The Securities Act of 1933, as amended, and regulations
issued pursuant thereto.
(2) 1934 ACT -- The Securities Exchange Act of 1934, as amended, and
regulations issued pursuant thereto.
(3) 1940 ACT -- The Investment Company Act of 1940, as amended, and
regulations issued pursuant thereto.
(4) ACCOUNTS -- Separate accounts established and maintained by Company
pursuant to the laws of Iowa, as applicable.
(5) CONTRACTS -- Private Contracts and/or Public Contracts, as the case
may be.
(6) FUNDS -- Open-end management investment companies registered under
the 1940 Act, shares of which are sold to Accounts in connection with
the sale of Contracts, as described in the appropriate Prospectus or
Private Placement Memorandum.
(7) NASD -- The National Association of Securities Dealers, Inc.
(8) PRIVATE CONTRACTS -- Variable life insurance contracts and/or
variable annuity contracts not subject to, or exempt from
registration under, the 1933 Act and described in Schedule A attached
hereto, issued by Company and for which Distributor has been
appointed the principal underwriter pursuant to distribution
agreements, copies of which have been furnished to Broker.
(9) PRIVATE PLACEMENT MEMORANDUM -- Offering memoranda, including
amendments or supplements thereto, that describe Private Contracts.
(10) PROSPECTUS -- Prospectuses, including amendments or supplements
thereto, contained in a Registration Statement.
(11) PUBLIC CONTRACTS -- Variable life insurance contracts and/or variable
annuity contracts required to be registered under the 1933 Act and
described in Schedule B attached hereto, issued by Company and for
which Distributor has been appointed the principal underwriter
pursuant to distribution agreements, copies of which have been
furnished to Broker.
(12) REGISTRATION STATEMENT -- Registration statements, including
amendments thereto, relating to Contracts, Accounts and Funds,
including financial statements and all exhibits.
(13) SEC -- The Securities and Exchange Commission.
B. Agreements of Distributor
(1) Pursuant to the authority delegated to it by Company, Distributor
hereby authorizes Broker to solicit applications for Contracts from
eligible persons during the term of this Agreement, provided that:
(a) Broker has been notified by Distributor that Contracts are
qualified for sale, or exempt from such qualification, under all
applicable securities and insurance laws of the states or
jurisdictions in which applications will be solicited; and
(b) there is an effective Registration Statement relating to those
Contracts that are Public Contracts.
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In connection with the solicitation of applications for Contracts,
Broker is hereby authorized to offer riders that are available with
Contracts in accordance with instructions furnished by Distributor or
Company.
(2) During the term of this Agreement, Distributor shall notify Broker of
any action or circumstance that may prevent the lawful sale of
Contracts in any state or jurisdiction, including the issuance by the
SEC of any stop order with respect to a Registration Statement or the
initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of Public
Contracts.
(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to a Registration Statement or any amendment or
supplement to any Prospectus or Private Placement Memorandum.
C. Agreements of Broker
(1) It is understood and agreed that Broker is a registered broker/dealer
under the 1934 Act and a member of the NASD and that the agents or
representatives of Broker who may solicit applications for Contracts
shall be duly registered representatives of Broker. If an agent or
representative ceases to be a registered representative of Broker, is
disqualified from continued NASD registration, has his or her
registration suspended by the NASD or otherwise fails to comply with
the rules or meet the standards imposed by this Agreement or by
Broker, Broker shall immediately notify such agent or representative
and Distributor that such agent or representative is no longer
authorized to solicit applications for Contracts.
(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to make commercially reasonable efforts to find
purchasers for Contracts acceptable to Company, provided that Broker:
(a) shall only offer a Private Contract to a person who (i) meets the
definition of accredited investor under the 1933 Act, and (ii)
meets the definition of qualified purchaser under the 1940 Act,
if Accounts are not subject to registration under the 1940 Act
pursuant to Section 3(c)(7) thereof; and
(b) shall not solicit applications for Private Contracts in any
manner that constitutes a public offering or involves any form of
general solicitation or general advertising.
(3) In making commercially reasonable efforts to solicit applications for
Contracts, Broker shall engage in the following activities during the
term of this Agreement:
(a) regularly utilize only training, sales and promotional materials
relating to Contracts which have been approved by Company;
(b) establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or
representatives and submit periodic reports to Distributor as may
be requested on the results of such inspections and the
compliance with such procedures;
(c) 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 such
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
concerning the applicant's insurance and investment objectives,
financial situation and needs, and, if applicable, the likelihood
that the applicant will make the premium payments contemplated by
the Contract; and
(d) adopt, abide by, and enforce the principles set forth in the
Principles and Code of Ethical Market Conduct of the Insurance
Marketplace Standards Association as adopted by Company and
provided to Broker with this Agreement.
(4) All payments for Contracts collected by agents or representatives of
Broker shall be held at all times in a fiduciary capacity and shall
be remitted promptly in full together with such applications, forms
and other required documentation to an office of Company designated
by Distributor. Checks or money orders in payment of initial premiums
shall
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be drawn to the order of "Peoples Benefit Life Insurance Company".
Broker acknowledges that Company retains the ultimate right to
control the sale of Contracts and that Distributor or Company shall
have the unconditional right to reject, in whole or part, any
application for a Contract. In the event Company or Distributor
rejects an application, Company shall immediately return all payments
directly to the purchaser and Broker shall be notified of such
action. In the event that any purchaser of a Contract elects to
return such Contract pursuant to the free look right, the purchaser
shall receive a refund of either premium payments or the value of the
invested portion of such premiums as set forth in the Contract and
according to applicable state law. Broker shall be notified of any
such action.
(5) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or
any employees thereof as employees of Company or Distributor in
connection with solicitation of applications for Contracts. Broker,
its agents or representatives, and its employees shall not hold
themselves out to be employees of Company or Distributor in this
connection or in any dealings with the public.
(6) Broker agrees that any material, including material it develops,
approves or uses for sales, training, explanatory or other purposes
in connection with the solicitation of applications for Contracts
hereunder (other than generic advertising materials which do not make
specific reference to Company or Contracts) shall only be used after
receiving the written consent of Distributor to such material and,
where appropriate, the endorsement of Company to be obtained by
Distributor.
(7) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable Company procedures and ethical
principles and applicable laws and regulations. No agent or
representative of Broker shall solicit applications for Contracts
until duly licensed and appointed by Company (such appointment not to
be unreasonably withheld by Company) as a life insurance and variable
contract broker or agent of Company in the appropriate states or
other jurisdictions. Broker shall ensure that such agents or
representatives fulfill any training requirements necessary to be
licensed and that such agents or representatives are properly
supervised and controlled pursuant to the rules and regulations of
the SEC and the NASD. Broker shall certify agents' and
representatives' qualifications to the satisfaction of Distributor.
Broker will provide Distributor with a General Recommendation of
Agents substantially in the form attached hereto as Exhibit "A" which
will apply to all agents or subagents proposed to be licensed and/or
appointed by the Company. Any documentation regarding the background
investigation of agents conducted by Broker prior to appointment
shall be made available as required upon valid request by any
regulatory authority during the period the agent is appointed with
the Company. Broker shall provide, from time to time as requested by
Distributor, copies of insurance licenses for all states in which
Broker holds the licenses and/or insurance licenses for any states in
which Broker's affiliated insurance agency holds the licenses. Broker
understands and acknowledges that neither it nor its agents or
representatives is authorized by Distributor or Company to give any
information or make any representation in connection with this
Agreement or the offering of Contracts other than those contained in
the Prospectus or Private Placement Memorandum, as the case may be,
or other solicitation material authorized in writing by Distributor
or Company.
(8) Broker shall not have authority on behalf of Distributor or Company
to: make, alter or discharge any Contract or other form; waive any
forfeiture; extend the time of paying any premium; receive any monies
or premiums due, or to become due, to Company, except as set forth in
Section C(4) of this Agreement. Broker shall not expend, nor contract
for the expenditure of the funds of Distributor, nor shall Broker
possess or exercise any authority on behalf of Distributor by this
Agreement.
(9) Broker shall have the responsibility for maintaining the records of
its representatives who are licensed, registered and otherwise
qualified to sell Contracts. Broker shall maintain such other
records as are required of it by applicable laws and regulations.
The books,
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accounts and records of Company, Accounts, Distributor and Broker
relating to the sale of Contracts shall be maintained so as to
clearly and accurately disclose the nature and details of the
transactions. All records maintained by Broker in connection with
this Agreement shall be the property of Company and shall be returned
to Company upon termination of this Agreement, free from any claims
or retention of rights by Broker. Nothing in this Section C(9) shall
be interpreted to prevent Broker from retaining copies of any such
records relating to contract owner transactions which Broker is
required to maintain in order to comply with applicable federal,
NASD, and state regulation. Broker shall keep confidential any
information obtained pursuant to this Agreement and shall disclose
such information only if Company has authorized such disclosure or if
such disclosure is expressly required by any regulatory authority or
court of competent jurisdiction. Broker acknowledges that information
regarding Contracts is proprietary information and that in connection
with the offer and sale of Contracts, Broker may be required to
execute confidentiality agreements with third parties. Broker
acknowledges and agrees that monetary damages would not be a
sufficient or adequate remedy for breach of the confidentiality
provisions of this Section C(9) and that Company or Distributor shall
be entitled to specific performance or injunctive relief, in addition
to any other legal or equitable remedy which may be available. The
confidentiality provisions of this Section C(9) shall survive the
termination of this Agreement.
D. Compensation
(1) Pursuant to the appropriate distribution agreement between
Distributor and Company, Distributor shall cause Company to arrange
for the payment of compensation for the sale of each Contract sold by
an agent or representative of Broker in accordance with Company's
agreement with the agent or representative, as the case may be, and
the commission schedule attached thereto. Such amounts shall be paid
to Broker, or if state insurance law requires, to an affiliated
insurance agency, provided, that with respect to payments to an
affiliated insurance agency, Broker:
(a) has obtained a letter from the SEC staff to the effect that the
staff will not recommend enforcement action if the affiliated
insurance agency is not registered as a broker-dealer with the
SEC; or
(b) has obtained from counsel an opinion, which shall be provided to
Distributor, that (i) Broker is entitled to rely on a no-action
letter issued by the SEC staff, a copy of which shall be provided
to Distributor, which granted no action relief to a broker-dealer
with respect to the distribution activities of the
broker-dealer's affiliated insurance agency when the insurance
agency was not registered as a broker-dealer with the SEC, and
(ii) such no-action letter has not been rescinded or modified.
All terms and conditions of Company's agreement with the agent or
representative, as the case may be, shall be incorporated by
reference herein to the extent such terms and conditions do not
conflict with this Agreement. Company shall identify to Broker with
each such payment the name of the agent or representative of Broker
who solicited each Contract covered by the payment.
(2) Neither Broker nor any of its agents or representatives shall have
any right to withhold or deduct any part of any premium it may
receive for purposes of payment of commission or otherwise. Neither
Broker nor any of its agents or representatives shall have an
interest in any compensation paid by Company to Distributor, now or
hereafter, in connection with the sale of Contracts hereunder.
E. Complaints and Investigations
(1) Broker and Distributor jointly agree to cooperate fully in any
insurance or securities regulatory investigation or proceeding or
judicial proceeding arising in connection with Contracts marketed
under this Agreement. Broker, upon receipt, shall notify Distributor
of any customer complaint or notice of any regulatory investigation
or proceeding or judicial proceeding in connection with Contracts.
Broker and Distributor further agree to cooperate fully in any
securities regulatory investigation or proceeding or judicial
proceeding with respect to Broker, Distributor, and their respective
affiliates, agents or
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representatives to the extent that such investigation or proceeding
is in connection with Contracts marketed under this Agreement. Broker
shall furnish applicable federal and state regulatory authorities
with any information or reports in connection with its services under
this Agreement which such authorities may request in order to
ascertain whether Company's operations are being conducted in a
manner consistent with any applicable law or regulation. Each party
shall bear its own costs and expenses of complying with any
regulatory requests, subject to any right of indemnification that may
be available pursuant to Section G of this Agreement.
(2) Broker shall report promptly in writing to Distributor all customer
complaints relating to offers and sales of Contracts or made by or on
behalf of owners of Contracts, whether written or oral, and shall
assist Distributor and Company in resolving those complaints to the
satisfaction of all parties.
F. Term of Agreement
(1) This Agreement shall continue in force for one year from its
effective date and thereafter shall automatically be renewed every
year for a further one year period; provided that any party may
unilaterally terminate this Agreement upon thirty (30) days' written
notice to the other parties of its intention to do so. This Agreement
shall automatically terminate without notice upon:
(a) the bankruptcy or dissolution of Broker;
(b) any fraud or gross negligence by Broker in the performance of any
duties imposed by this Agreement or if Broker wrongfully
withholds or misappropriates, for Broker's own use, funds of
Company, its policyholders or applicants;
(c) any material breaches by Broker of this Agreement;
(d) any material violation of any applicable state or federal law
and/or administrative regulation in a jurisdiction where Broker
transacts business; or
(e) any failure of Broker to maintain a necessary license in any
jurisdiction, but only as to that jurisdiction and only until
Broker reinstates its license in such jurisdiction.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except:
(a) the agreements contained in Sections C(9) and E hereof;
(b) the indemnity set forth in Section G hereof; and
(c) the obligations to settle accounts hereunder, including
commission payments on premiums subsequently received for
Contracts in effect at the time of termination or issued pursuant
to applications received by Broker prior to termination.
(3) Distributor and Company reserve the right, without notice to Broker,
to suspend, withdraw or modify the offering of Contracts or to change
the conditions of their offering.
G. Indemnity
(1) Broker shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement.
(2) Distributor agrees to indemnify and hold harmless Broker and each
officer or director of Broker against any losses, claims, damages or
liabilities, joint or several, to which Broker or such officer or
director may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any allegedly untrue
statement, or alleged omission, of a material fact, when it would be
necessary to include a true statement of such fact in a Registration
Statement, a Prospectus or a Private Placement Memorandum, as the
case may be, or in any sales literature provided by Company or by
Distributor in order to make the statements contained therein not
misleading.
(3) Broker agrees to indemnify and hold harmless Company and Distributor
and each of their current and former directors and officers and each
person, if any, who controls or has controlled Company or Distributor
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities, joint or several, to which
Company or Distributor or such director or officer or controlling
person may become subject under
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applicable law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon any:
(a) breach by Broker of any representation, warranty, covenant or
agreement contained in this Agreement;
(b) negligent act or omission or willful misconduct by Broker or any
of its agents, employees, representatives or affiliates with
respect to this Agreement;
(c) failure by Broker or any of its agents, employees, or affiliates
to comply with applicable law;
(d) unauthorized use of sales material or any verbal or written
misrepresentations or any unlawful sales practice concerning
Contracts by Broker, agents, employees, representatives or
affiliates; or
(e) claim by any agent, representative or employee of Broker for
commissions, service fees, development allowances or other
compensation or remuneration of any type;
(f) failure of Broker, its officers, employees, or agents to comply
with the provisions of this Agreement.
Broker shall reimburse Company and Distributor and any director,
officer or controlling person of either for any legal or other
expenses reasonably incurred by Company, Distributor, or such
director, officer or controlling person in connection with
investigating or defending against any such losses, claims, damages
or liabilities or actions. This indemnity agreement shall be in
addition to any liability which Broker may otherwise have.
(4) Any request for indemnification against a party (the "Indemnitor")
arising out of a claim from a third party must be made in writing
within a reasonable time after notice of a claim or receipt of a
claim from a third party ("Claim") has been received by the party
seeking indemnification (the "Indemnitee"). At any time after such
request, Indemnitor may deliver to the Indemnitee its written
acknowledgment that Indemnitee is entitled to indemnification. The
Indemnitor shall thereafter be entitled to assume the defense of the
Claim and shall bear all expenses associated therewith, including
without limitation, payment on a current basis of all previous
expenses incurred by the Indemnitee in relation to the Claim from the
date the Claim was brought. Until such time as Indemnitee receives
notice of an Indemnitor's election to assume the defense of any
Claim, Indemnitee may defend itself against the Claim and may hire
counsel and other experts of its choice and Indemnitor shall be
liable for payment of counsel and other expert fees on a current
basis as the same are billed. Indemnitor and Indemnitee shall
cooperate with one another in the defense of any such Claim and if
either party becomes aware of any significant developments, it shall
notify the other party as soon as practical.
(5) The provisions of this Section shall survive the termination of this
Agreement.
H. Assignability
This Agreement shall not be assigned by any party without the written
consent of the other parties.
I. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Iowa without regard to its law concerning
conflicts of law.
J. Notices
All communications under the Agreement shall be in writing and shall
be deemed delivered on the third business day after being mailed by
certified mail, postage prepaid. Alternatively, communications shall
be deemed delivered on the first business day after being transmitted
timely, delivery charges prepaid, to a third party company or
governmental entity providing delivery services in the ordinary
course of business, which guarantees delivery to the other party on
the next business day. Notices shall be sent to the following
addresses unless and until the addressee notifies the other parties
of a change in address according to the terms of this Section:
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(1) if to Distributor, to: (2) if to Company, to:
AFSG SECURITIES CORPORATION PEOPLES BENEFIT LIFE INSURANCE COMPANY
0000 XXXXXXXX XXXX XX ATTN: INDIVIDUAL DIVISION XXXXX XXXXXXXXXX
XXXXX XXXXXX, XXXX 00000 0000 XXXXXXXX XXXX XX
Xxxxxxxxx:_____________________ XXXXX XXXXXX, XXXX 00000
(000) 000-0000 (telephone no.) (000) 000-0000 (telephone no.)
(000) 000-0000 (fax no.) (000) 000-0000 (fax no.)
(3) if to Broker, to:
INTERSECURITIES, INC.
XX XXX 0000
XXXXXXXXXX XX 00000.
Attention:_____________________
(000) 000-0000 (telephone no.)
(000) 000-0000 (fax no.)
K. Arbitration
Any disagreement, dispute, claim or controversy solely between Broker
and Distributor arising out of or relating to this Agreement shall be
subject to mandatory arbitration under the auspices, rules and bylaws
of the NASD, to the full extent applicable and as may be amended from
time to time.
In Witness Whereof, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
AFSG SECURITIES CORPORATION INTERSECURITIES, INC.
(Distributor) (Broker)
By: s/Xxxx X. Xxxxxxxxxx By: s/Xxxxxx Cameron_____________
----------------------------------------- ---------------------------------------
Title: Vice President _ _______ Title:-Assistant Vice President Compliance
-------------------------------------- ------------------------------------
PEOPLES BENEFIT LIFE INSURANCE COMPANY
(Company)
By: s/Xxxx Xxxxxxx
-----------------------------------------
Title: Vice President
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
Broker hereby certifies to the Distributor and Company that all the following
requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of the Company
submitted by Broker. Broker will, upon request, forward proof of compliance
with same to the Company in a timely manner.
1. We have made a reasonable investigation of each applicant's identity,
residence and business reputation and declare that each applicant is
personally known to us, and based on this review we believe each
applicant has a good business reputation and is worthy of a license.
2. We have on file a U-4 form which was completed (and has been amended,
as required) by each applicant. We have fulfilled all the necessary
investigative requirements for the registration of each applicant as
a registered representative through our NASD member firm, including
but not limited to: (i) checking for and investigating criminal
arrest and conviction records available to Broker on the CRD system;
and (ii) communicating with each employer of the applicant for 3
years prior to the applicant's registration with our firm. Each
applicant is presently registered as an NASD registered
representative.
The above information in our files indicates no fact or condition
which would disqualify the applicant from receiving a license and all
the findings of all investigative information is favorable.
At the time of application, in those states required by the Company,
we shall provide the Company with a copy of the entire U-4 form, or
designated pages, thereof, completed by each applicant, including any
amendments or updates thereto, and we certify those items are true
copies of the original.
3. We certify that all educational requirements have been met for the
specified state each applicant is requesting a license in, and that
all such persons have fulfilled the appropriate examination,
education and training requirements.
4. If the applicant is required to submit his picture, his signature,
and securities registration in the state in which he is applying for
a license, we certify that those items forwarded to the Company are
those of the applicant and the securities registration is a true copy
of the original.
5. We hereby warrant that the applicant is not applying for a license
with the Company in order to place insurance chiefly and solely on
his life or property, or lives or property of his relatives, or
property or liability of his associates.
6. We will not permit any applicant to transact insurance in a state as
an agent until duly licensed and appointed therefor with the
appropriate State Insurance Department. No applicants have been given
a contract or furnished supplies, nor have any applicants been
permitted to write, solicit business, or act as an agent in any
capacity, and they will not be so permitted until the certificate of
authority or license applied for is received.
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VARIABLE PROTECTOR
Selected Broker Agreement
Schedule B - Public Contracts
Applicable Life Insurance Contracts
Peoples Benefit Life Insurance Company ("Company") and AFSG Securities
Corporation ("Distributor") authorize InterSecurities, Inc. ("Broker") to
offer and solicit for sale the following securities product through persons
who are registered with the NASD and in accordance with the appropriate state
insurance licensing requirements. Such persons, where required, have
authorized Broker to receive such commissions.
Name: VARIABLE PROTECTOR Form Number: AVUL0709 00 1200
A flexible premium variable life insurance product.
Commissions Payable up to Target Premium
Year 1:
125.0% of premiums received in the first policy year up to
the Policy's Target Premium.
2.50% of premiums received in the first policy year in
excess of the Policy's Target Premium.
Years 2 to 10:
2.50% of premiums received in policy years 2 to 10.
Years 11+:
0.00% of premiums received in policy year 11 and all
subsequent policy years.
TRAIL COMMISSIONS
While the agreement remains in force, and subject to its other conditions,
trail commissions will be paid beginning on the 6th policy anniversary and on
each policy anniversary thereafter on policies then in force having a Policy
Value of $5,000 or more (excluding policy loans). The amount payable will
equal the trail commission percentage shown below multiplied by the Policy
Value (excluding policy loans) on the then current policy anniversary.
0.25% of Policy Value (excluding policy loans)
CHARGEBACKS
In the event of a Free Look surrender, the Company will charge back the
commission account with an amount equal to the total commission paid out.
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The Company reserves the right to adjust or chargeback commissions for
decreases in amounts of insurance not contractually allowed and for face
amounts of insurance in excess of $5,000,000.
INTERSECURITIES, INC.
Date:_______________ By:s/Xxxxxx Xxxxxxx
--------------------
Title: Assistant Vice President Compliance __
------------------------------------------
PEOPLES BENEFIT LIFE INSURANCE COMPANY
Date:_______________ By:__Paul Reaburn_______________________
Title: Vice President ___________________
------------------------------------------
AFSG SECURITIES CORPORATION
Date:_______________ By:__s/Xxxx Xxxxxxxxxx ____ __________
---------------------------------------------
Title: Vice President______________________
------------------------------------------
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PROVIDED WITH AGREEMENT:
1. COPIES OF DISTRIBUTION AGREEMENTS (SECTION A(11))
2. REGISTERED REPRESENTATIVE AGENT APPLICATION (SECTION C(1))
3. PRINCIPLES AND CODE OF ETHICAL MARKET CONDUCT OF
THE INSURANCE MARKETPLACE STANDARDS ASSOCIATION (SECTION C(3)(d))
4. EXHIBIT A: GENERAL LETTER OF RECOMMENDATIONS (SECTION C(7))
5. SCHEDULE B: COMPENSATION SCHEDULE (SECTION D(1))
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