THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF AGENCY
Agreement made this _________ day of ________, 20____ by and between
___________________ ("Principal") and __________________ ("Agent ").
1. The undersigned is presently an Agent in accordance with an
Agreement of Agency ("Guardian Life Agency Agreement") with the
Principal named above, endorsed by The Guardian Life Insurance
Company of America ("Guardian Life") and bearing an effective date
of _________________.
2. The Principal hereby appoints the Agent with the endorsement of The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for the products
specified in Appendix A of this Agreement.
3. The Agent shall at all times be associated with Park Avenue
Securities LLC ("PAS"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of PAS. The Agent must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for contracts occur. The Agent may solicit for and
sell contracts in any jurisdiction where such contracts are filed
and approved for sale by the governmental authorities having
jurisdiction, provided the Agent is validly licensed, registered or
otherwise qualified as required for the solicitation and sale of the
contracts in such jurisdictions.
4. To the extent applicable, the Agent shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the Agent solicits applications for and sells
contracts; (b) federal laws and the rules, regulations of the SEC;
(c) the rules of the NASD; (d) the rules and procedures of PAS, and
(e) the rules and procedures of GIAC. The Agent understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Agent by the SEC, a
state or other local regulatory agency that has jurisdiction, the
NASD, PAS and GIAC. Before any solicitations or sales of contracts
are made, the Agent shall become familiar with and abide by the
laws, rules, regulations and procedures of all of the above
mentioned agencies or parties as are currently in effect and as they
may be changed from time to time.
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5. The Agent shall have all applications for contracts accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through PAS together with all payments
received from applicants without any reductions. The Agent shall
cause all checks or orders for contracts to be made payable to GIAC.
GIAC shall reject any application that is submitted by or on behalf
of an Agent not appropriately licensed as required by paragraph 3 of
this Agreement.
6. The Agent shall not make any statements concerning the products
except those that are contained in the current prospectuses for them
and the prospectuses for their underlying variable investment
options and shall not solicit for applications or make sales through
the use of mailings, advertisements or sales literature or any other
method of contact unless the material or a complete description of
the method has been filed with the NASD and received written
Approval of PAS from a Registered Principal whose office is located
in a PAS Office of Supervisory Jurisdiction as that term is defined
by NASD rules.
7. In connection with the Agent's appointment for the purpose set forth
in paragraph 2 above, the entire Guardian Life Agency Agreement
referred to above and attached hereto as the Exhibit, including
compensation adjustment and service fee provisions, is incorporated
herein by reference. All references to "Company" within the Guardian
Life Agency Agreement shall apply with full force and effect to
GIAC. Additionally, the Registered Representative's Agreement
between the Agent and PAS and the Agent's Agreement between the
Agent and GIAC are incorporated herein by reference and attached
hereto as Exhibits.
8. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Agency Agreement, PAS Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
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IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR CONTRACTS OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
_______________________ __________________________
WITNESS PRINCIPAL
_______________________ __________________________
WITNESS AGENT
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APPENDIX A
List of Products
1. Variable Whole Life Insurance Policies with Modified Scheduled Premiums
marketed under the name Park Avenue Life ("PAL").
2. Flexible Premium Adjustable Variable Life Insurance Policies marketed
under the name Park Avenue Variable Universal Life - Millennium Series
("VUL")*
3. Survivorship Flexible Premium Adjustable Variable Life Insurance Policies
marketed under the name Park Avenue Survivorship Variable Universal Life -
Millennium Series ("SVUL")*
*Enhanced Cash Value versions of these products are also available. Where
applicable herein, these versions are designated "eVUL" and "eSVUL"
respectively.
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APPENDIX B
PAL COMPENSATION
----------------------------------------------------------
Policy Years Policy Premiums Unscheduled Payments
----------------------------------------------------------
1 50% 3%
----------------------------------------------------------
2 through 10 5% 3%
----------------------------------------------------------
The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
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APPENDIX C
VUL & SVUL COMPENSATION
(Percentages of Premium)
------------------------------------------------------
Policy Years Target Premiums Excess Premiums
------------------------------------------------------
1 55% 3%
------------------------------------------------------
2 through 10 4% 3%
------------------------------------------------------
In addition, .0125% of unloaned account values shall be payable monthly policy
years 11 and over as long as the producer contract shall remain active.
The first policy year commission rate of 55% shall be reduced where policies are
issued at ages over 70 with actual rates payable determined by deducting from
the figure 125 ages of applicable insureds as of policy issue dates.
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APPENDIX D
eVUL & eSVUL COMPENSATION
(Percentages of Premium)
------------------------------------------------------
Policy Years Target Premiums Excess Premiums
------------------------------------------------------
1 through 4 20% 3%
------------------------------------------------------
5 through 10 7% 3%
------------------------------------------------------
In addition, .0125% of unloaned account values shall be payable monthly policy
years 11 and over as long as the producer contract shall remain active.
The first policy year commission rate of 20% shall be reduced where policies are
issued at ages over 70 with actual rates payable determined by deducting from
the figure 90 ages of applicable insureds as of policy issue dates.
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APPENDIX E
ALLOCATION OF PREMIUMS AND THEIR EFFECT
ON VUL, SVUL, eVUL & eSVUL COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to the policy target
premium will be applied as policy target premium and receive compensation
at target premium renewal rates. Any premium exceeding the policy target
premium in policy years two through ten will be considered excess premium
to be compensated at excess rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and target premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will not reduce target premium.
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