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EXHIBIT 3.(b)
PRESIDENTIAL LIFE INSURANCE COMPANY
FLEXIBLE PAYMENT VARIABLE ANNUITY SELLING AGREEMENT
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This Agreement, dated of __________, 19____, is by and among Presidential Life
Insurance Company ("Insurer") and the following registered broker/dealers,
Anchor National Financial Services, Inc., SunAmerica Securities, Inc. and Royal
Alliance Associates, Inc. (individually and collectively, "Distributor") and
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("Broker/Dealer")
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("General Agent")
This Agreement is for the purpose of arranging for the distribution of flexible
premium variable annuity contracts ("Contracts") issued by Insurer in connection
with Presidential Variable Account One through sales people who are licensed
agents of the Insurer and associated with General Agent and are also registered
representatives of Broker/Dealer.
In consideration of the mutual promises and covenants contained in this
Agreement, Insurer and Distributor appoint Broker/Dealer and those persons
associated with the General Agent who are registered representatives of
Broker/Dealer and licensed agents of the Insurer to solicit and procure
applications for the Contracts specified in the attached Schedule(s) of
Commissions. This appointment is not deemed to be exclusive in any manner and
only extends to those jurisdictions where the Contracts specified in the
attached Commission Schedule(s) have been approved for sale. Applications shall
be taken only on the preprinted application forms supplied by the Insurer. All
completed applications, supporting documents and initial and subsequent payments
are the sole property of the Insurer and must be promptly delivered to the
Insurer at such address as it may from time to time designate. All applications
are subject to acceptance by the Insurer in its sole discretion.
(1) SUBAGENTS
General Agent is authorized to appoint Subagents to solicit sales of the
Contracts specified in the attached Schedules. General Agent warrants that each
such Subagent shall be fully licensed under the applicable insurance laws and a
duly registered representative of Broker/Dealer.
Broker/Dealer and General Agent will provide Distributor with a letter of
recommendation for each Subagent. This letter must provide Distributor with
assurance that all background investigations which are required by state and
federal laws have been made and that Broker/Dealer and General Agent affirm that
Subagent should be appointed by Distributor. The letter must also warrant that
Subagent has all licenses necessary to transact business with the Distributor.
(2) SALES MATERIAL
General Agent and Broker/Dealer shall not use any written or audio-visual sales
material unless such material has been provided or approved by the Insurer. In
accordance with the requirements of federal and certain state laws, General
Agent and Broker/Dealer shall maintain complete records indicating the manner
and extent of distribution of any such solicitation material. This material
shall be made available to appropriate federal and state regulatory agencies as
required by law or regulation. General Agent and Broker/Dealer jointly and
severally hold Insurer, Distributor and their affiliates harmless from any
liability arising from the use of any material which has not been specifically
approved in writing.
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(3) PROSPECTUSES
For any Contract which is a registered security, Broker/Dealer and General Agent
warrant that solicitation will be made by use of a currently effective
Prospectus, that a Prospectus will be delivered concurrently with each sales
presentation and that no statements shall be made to a client superseding or
controverting any statement made in the Prospectus. Insurer and Distributor
shall furnish Broker/Dealer and General Agent, at no cost to Broker/Dealer or
General Agent, reasonable quantities of Prospectuses.
(4) BROKER/DEALER COMPLIANCE
Broker/Dealer will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities Exchange Act of
1934 and such other applicable federal or state laws, including insurance laws,
and will establish rules, procedures, supervisory and inspection techniques
necessary to diligently supervise the activities of its registered
representatives who are licensed agents of the Insurer. Upon request by
Distributor or Insurer, Broker/Dealer will furnish appropriate records as are
necessary to establish diligent supervision.
(5) INDEMNIFICATION
Broker/Dealer and General Agent agree to hold harmless and indemnify Distributor
and Insurer and their affiliates against any and all claims, liabilities and
expenses which any such party may incur from liabilities arising out of or based
upon any alleged untrue or untrue statement, other than statements contained in
the registration statement, prospectus or approved sales material for any
Contract.
(6) FIDELITY BOND
General Agent represents that all Directors, Officers, Employees and Subagents
of General Agent licensed pursuant to this Agreement or who have access to funds
of the Insurer are and will continue to be covered by a blanket fidelity bond
including coverage for larceny, embezzlement and other defalcation, issued by a
reputable bonding company. This bond shall be maintained at General Agent's
expense. Such bond shall be at least equivalent to the minimal coverage required
under the NASD rules of fair practice, endorsed to extend coverage to life
insurance and annuity transactions. General Agent acknowledges that the Insurer
may require evidence that such coverage is in force and General Agent shall
promptly give notice to Insurer of any notice of cancellation or change of
coverage.
General Agent assigns any proceeds received from the fidelity bond company to
Insurer to the extent of the Insurer's loss due to activities covered by the
bond. If there is any deficiency, General Agent will promptly pay Insurer that
amount on demand and General Agent indemnifies and holds harmless the Insurer
from any deficiency and from the cost of collection.
(7) LIMITATIONS OF AUTHORITY
The Contract forms are the sole property of the Insurer. No person other than
the Insurer has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by the Insurer. No person
other than the Insurer has the right to waive any provision with respect to any
Contract or policy. No person other than the Insurer has the authority to enter
into any proceeding in a court of law or before a regulatory agency in the name
of or on behalf of the Insurer.
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(8) GENERAL PROVISIONS
(A) Waiver
Waiver of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under
this Agreement will not be deemed to constitute a waiver of the
right to enforce strict compliance.
(B) Independent Contractors
Broker/Dealer and General Agent are independent contractors and
not employees or subsidiaries of Distributor or Insurer.
(C) Independent Assignment
No assignment of this Agreement or of commissions or other
payments under this Agreement shall be valid without the prior
written consent of the Insurer.
(D) Notice
Any notice pursuant to this Agreement shall be mailed, postage
paid, to the last address communicated by the receiving party to
the other parties to this Agreement.
(E) Severability
To the extent this Agreement may be in conflict with any
applicable law or regulation, this Agreement shall be construed
in a manner not inconsistent with such law or regulation. The
invalidity or illegality of any provision of this Agreement
shall not be deemed to effect the validity or legality of any
other provision of this Agreement.
(F) Amendment This Agreement may be amended in writing signed by the
Insurer.
(G) Termination
This Agreement may be terminated by any party upon written
notice and termination shall be effective immediately.
(H) New York Law
This Agreement shall be construed in accordance with the laws of
the state of New York.
Date:____________________
Broker/Dealer:__________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
By:
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Name and Title
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General Agent:__________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
By:
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Name and Title
Presidential Life Insurance Company
00 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000-0000
By:
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Name and Title
Anchor National Financial Services, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
By: /s/ XXXXXX X. XXXXXXXX III
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President
Royal Alliance Associates, Inc.
00 Xxxxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
By: [SIG]
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President
SunAmerica Securities, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
By: /s/ XXXXXX X. XXXXXXXX III
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President
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FLEXIBLE PAYMENT VARIABLE ANNUITY SELLING AGREEMENT
COMMISSION SCHEDULE
This Commission Schedule is attached to and part of the Variable Contract
Selling Agreement to which it is appended. It is subject to the terms and
conditions of the Agreement. In no event shall the Insurer be liable for the
payment of any commissions with respect to any solicitation made, in whole or in
part, by any person not appropriately licensed and registered prior to the
commencement of such solicitation.
With respect to Contracts issued with respect to Presidential Variable Account
One, commissions will be paid to the General Agent in the amount of five percent
(5%) of the aggregate purchase payments received in check and accepted by the
Insurer with a properly executed application or as a subsequent purchase payment
under the Contracts after the Contract is in force.
If a Contract is returned to Insurer pursuant to the "Free Look" provision of
the Contract, the full commission paid by Insurer will be returned to the
Insurer or, in the absence of such return, charged back to the recipient of the
commission. General Agent agrees to promptly deliver Contracts and holds Insurer
harmless from and against any claim arising from market loss resulting from late
delivery by General Agent to the owner of the Contract.
Further, with respect to any Contract that is rescinded by an Insurer, as
determined by the Insurer in its sole discretion, 100% of commissions will be
charged back.
