SELLING AGREEMENT
FOR
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
VARIABLE ANNUITIES
This SELLING AGREEMENT ("Agreement") is entered into as of ("Effective Date") by
and between American Enterprise Life Insurance Company ("Company"), American
Express Financial Advisors Inc. ("Distributor", together with Company, "American
Express"), [[GA]] or its affiliated insurance agencies who have also executed
this Agreement or an Affiliate Participation Agreement attached as Exhibit C
("Affiliates") and are identified on Exhibit A ("Selling Agency") and
[[Broker-Dealer]] ("Broker-Dealer").
Recitals
The purpose of this Agreement is to establish the terms and conditions under
which Selling Agency and Broker-Dealer (referred to and defined further in
Section 1.2 herein as "Authorized Selling Firm") will market and sell Company's
variable annuities. American Express and Authorized Selling Firm intend that
Authorized Selling Firm will be responsible for managing and supervising the
marketing and sales of Company's variable annuities by its Producers pursuant to
this Agreement.
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
1.1 "Affiliate" is an insurance agency affiliated with Selling Agency,
which has executed an Affiliate Participation Agreement of the form
attached hereto as Exhibit B, and which is identified on Exhibit A
("Products, Territory and Commission").
1.2 "Authorized Selling Firm" means the Broker-Dealer and Selling Agency,
taken together, with respect to the sale of Products under this
Agreement in accordance with the terms and conditions of the SEC
no-action letter First of America Brokerage Service, Inc. (dated Sept.
28, 1995).
1.3 "Broker-Dealer" is an entity duly registered as a broker-dealer with
the Securities and Exchange Commission ("SEC"), the National
Association of Securities Dealers ("NASD"), and states where required.
Selling Agency may also act as its own Broker-Dealer if properly
registered as a broker-dealer.
1.4 "Company Rules" mean any written instructions, bulletins, manuals, the
Agent Guide as defined in Section 4.4.14, and any underwriting or
suitability guidelines provided by the Company.
1.5 "Producer" is a duly licensed individual who sells Products as an
employee or independent contractor of Selling Agency and who is
appropriately registered with the NASD.
1.6 "Products" are those variable annuity products issued by Company which
will be marketed or sold by Selling Agency, Broker-Dealer and their
Producers under this Agreement, and which are set forth in Exhibit A
and its Addenda attached hereto.
1.7 "Replacement" is the sale of a Product which is funded by the annuity
purchaser with money obtained from the liquidation of another life
insurance policy or annuity contract, either of which was previously
issued either by Company or by any other life insurance company.
1.8 "Selling Agency" is an insurance agency or an Affiliate duly licensed
or otherwise qualified as an insurance agency, which, either itself or
through Producers who are its employees or independent contractors,
solicits and sells Products to the general public.
1.9 "Territory" is any of the 48 of the 50 United States (all states other
than New York and New Hampshire), and the District of Columbia, and
includes any other jurisdiction in which Selling Agency is permitted to
market and sell the Products through Producers, but only so long as
such jurisdictions are listed on Exhibit A, as it may be amended from
time to time.
2. TERM OF AGREEMENT. This Agreement shall remain in effect beginning upon
the Effective Date, until such time it is terminated pursuant to
Section 9, "Termination."
3. APPOINTMENT AND AUTHORIZATION OF SELLING AGENCY AND BROKER-DEALER.
3.1 Appointment and Authorization of Selling Agency and Broker-Dealer.
Company and Distributor hereby appoint and authorize Selling Agency and
Broker-Dealer to solicit sales of and sell Products in accordance with
the terms and conditions of this Agreement as an Authorized Selling
Firm, and Selling Agency and Broker-Dealer hereby accept the
appointment and authorization. These two appointments, taken together,
constitute the appointment of Authorized Selling Firm. Authorized
Selling Firm's authority will be nonexclusive, and will be limited to
the performance of the services and responsibilities set forth in this
Agreement.
3.2 Selection and Appointments of Affiliates. No Affiliate shall be
authorized to act as such until the Affiliate has executed this
Agreement or an Affiliate a Participation Agreement and Company has
authorized Affiliate to act as such.
4. DUTIES, OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM. Commencing
on the Effective Date, Authorized Selling Firm will faithfully perform all
of Authorized Selling Firm's duties within the scope of the agency
relationship created under this Agreement to the best of Authorized Selling
Firm's knowledge, skill and judgment. As Authorized Selling Firm, Selling
Agency and Broker-Dealer shall be jointly and severally responsible and
liable to American Express for the faithful performance of all obligations
and duties except those which this Agreement specifically identifies as
duties of Broker-Dealer. Authorized Selling Firm's duties shall include,
but not be limited to the following:
4.1 Recruitment of Producers. Authorized Selling Firm may recruit Producers
to sell under the supervision of Authorized Selling Firm. A Producer so
recruited may not solicit or sell Products prior to acquiring any
required state insurance license(s) in the state(s) where such Producer
will solicit and sell Products, being registered with the NASD as a
representative of the Broker-Dealer, being appointed by Company as an
agent, and completing the training described in Section 4.4.14.
4.2 Licensing, Registration and Appointment of Selling Agency and
Producers. Selling Agency shall be responsible for the preparation and
submission of proper appointment and licensing forms and the assurance
that all Producers recruited by Authorized Selling Firm are
appropriately licensed as insurance agents in the state(s) where such
Producers will solicit and sell Products. Broker-Dealer shall be
responsible for the preparation and submission to the NASD of proper
representative registration forms and the assurance that all Producers
are properly registered as representatives of Broker-Dealer with the
NASD. Authorized Selling Firm shall recommend Producers for appointment
with Company, but Company shall retain sole authority to make
appointments and may, by written notice to Authorized Selling Firm,
refuse to permit any Producer to solicit contracts for the sale of the
Products.
4.2.1 Background checks; Warranties. Authorized Selling Firm is
responsible for performing background checks on its Producers.
Authorized Selling Firm warrants that such background check
reports of Producers will comply with all applicable regulations
of the departments of insurance and securities in the states in
which said Producers will solicit and sell Products, and with the
requirements of the NASD. Authorized Selling Firm further
warrants and guarantees that copies of such background check
reports will be made available in a timely manner to any
regulator who may request them from Company, and that Company
will receive confirmation that such materials have been timely
delivered to any such regulator. Company will not require copies
of the reports themselves, but only the assurance that they have
been timely delivered as requested by such regulator, unless such
reports relate or may relate to a customer inquiry or complaint
about the Product or its sale, or unless such report relates to
Company's internal investigation of a Producer's sales practices
as regard the Products. Authorized Selling Firm further agrees
that it will provide to Company a copy of their respective
procedures and requirements for background checks to Company upon
request, but Company is entitled to rely on Authorized Selling
Firm for compliance with regulations as shown above even without
actually making such a demand.
4.3 Compliance with Company Policies and Applicable Laws. Authorized
Selling Firm will comply with all Company Rules and with all applicable
federal and state laws and regulations.
4.4 Supervision and Administration. Authorized Selling Firm shall have
full, joint and several responsibility for the training and supervision
of all of its Producers who are engaged directly or indirectly in the
offer or sale of the Products, and all such Producers shall be subject
to the control of Authorized Selling Firm with respect to their
securities and insurance regulated activities in connection with the
Products. Authorized Selling Firm shall be responsible for all acts or
omissions of Producers. Selling Agency's supervisory and administrative
responsibilities include, but are not limited to:
4.4.1 ensuring that Producers comply with Company Rules and all
federal and state laws and regulations applicable to the
Products;
4.4.2 training Producers prior to allowing a Producer to sell a
Product in accordance with Section 4.4.14;
4.4.3 providing advice and assistance to Producers with regard to
marketing and advertising of Products, and ensuring that no
advertising is used unless approved by Company in accordance
with Section 4.9, "Approved Advertising."
4.4.4 supplying sales literature and application forms approved by
Company to Producers;
4.4.5 ensuring that any sales literature or advertising used on or
from the premises of a financial institution be: (a) revised to
include the disclosure required by the financial institution
regulatory agencies and the NASD; (b) submitted to and approved
by Company and/or Distributor in accordance with
Section 4.9, "Approved Advertising," prior to first use;
and (c) delivered by the Producer to the prospective customer;
4.4.6 assisting Producers in responding to customer inquiries;
4.4.7 promptly delivering to Producers relevant Company communications
and Company Rules concerning Products, such as changes in rates,
regulatory notices or new Product announcements;
4.4.8 ensuring that Producers:
(a)submit premium payments directly and immediately to Company
in accordance with Section 4.5, "Collection and Submission of
Premiums";
(b)document transactions, including the fact of delivery, and
maintain any other documentation reasonably requested by
Company;
(c)have obtained and will continuously maintain the required
state insurance licenses in the state where such Producers
will solicit and sell Products; and
(d)have been appointed by Company in accordance with the laws
of the state in which the sale(s) occur and the customer
resides;
4.4.9 on all Replacement sales, ensuring that Producers provide
sufficient information to prospective annuity contract-holders as
to the suitability of the Replacement sale. Such information
includes but may not be limited to:
(a) the amount of the surrender charge to be incurred
on the investment to be liquidated;
(b) all fees and possible charges, such as surrender
charges, on the new investment;
(c) any change in the investment risk to the prospective
annuity contract-holder;
(d) any change in the nature or the provider of any guarantees
associated with the Product and/or the surrendered
product;
(e) any changes in the expenses associated with the Product \
and/or the surrendered product;
All such information will be retained by Selling Agency for seven
years counting from the date of the initial solicitation, whether
or not the Product was ever sold, and will be made available to
Company as is shown in Section 4.8, "Accurate Record; Audit,"
herein.
4.4.10 timely obtaining and maintaining all required state insurance
licenses, and notifying Company if any Selling Agency or Producer
fails to maintain the required state insurance license or becomes
inactive;
4.4.11 promptly informing Company of any violation of law or Company
Rules by Authorized Selling Firm or Producer, or of any
allegation by an annuity contract-holder or regulatory agency of
wrongdoing as regards the activities of Authorized Selling Firm,
or a Producer with respect to the Products; and
4.4.12 any other duties necessary or appropriate to perform Authorized
Selling Firm's obligations under this Agreement.
4.4.13 Broker-Dealer will fully comply with and will ensure Selling
Agency's and Producers' compliance with the requirements of the
NASD, the SEC and all other applicable federal and state laws,
and, with Selling Agency, will establish and maintain such
rules and procedures as may be necessary to cause diligent
supervision of the securities activities of Selling Agency and
Producers. Broker- Dealer's duties with respect to Selling
Agency's and Producers' securities activities, include, but are
not limited to:
(a) delivering to each person submitting an application a
prospectus to be furnished by American Express in the form
required by the applicable federal laws or by the acts or
statutes of any applicable state, province or country; (b)
ensuring that all sales literature or advertising used by
Authorized Selling Firm or Producers hereunder concerning the
Products or Company or Distributor has been approved by
American Express; (c) reviewing all Product applications for
accuracy and completeness, and to determine the suitability of
the sale; (d) complying with all applicable requirements of the
Securities Exchange Act of 1934 ("1934 Act") and the NASD,
including the requirements to maintain and preserve books and
records pursuant to Section 17(a) of the 1934 Act and the rules
thereunder and making such records and files available to staff
of American Express and personnel of state insurance
departments, the NASD, SEC or other regulatory agencies which
have authority over American Express.
4.4.14. Authorized Selling Firm shall be responsible for ensuring
that their Producers who market and sell the Products are
trained on (i) the product specifications and features, (ii)
requirements that American Express has adopted to satisfy
insurance laws and regulations regarding replacements, and
(iii) standards that American Express has established for
Authorized Selling Firms and their Producers to use in
meeting their respective duties to ensure suitable sales of
the Products (delivered together as the "Agent Guide")
before they begin to solicit or sell Products. If Authorized
Selling Firm chooses not to use the Agent Guide in training
their Representatives on (i), (ii) and (iii) above, then
Authorized Selling Firm shall provide to American Express
its own form of training to be used prior to the execution
of this Agreement.
After the execution of this Agreement, to the extent that
Authorized Selling Firm uses training material related to the
sale of the Products that is materially different from that
contained in the Agent Guide or training material other than
provided to American Express in accordance with the preceding
paragraph, Authorized Selling Firm must provide that training
material to American Express for approval prior to use.
Authorized Selling Firm shall also be responsible for assuring
that its Producers comply with Agent Guide, and the applicable
suitability requirements of the National Association of
Securities Dealers, Inc. ("NASD"), and any state or federal
law, as amended from time to time, in selling the Products.
4.5 Collection and Submission of Premiums. American Express and Authorized
Selling Firm will agree which of the following provisions will govern
Authorized Selling Firm's duties related to collection and submission
of premiums, by specifying on Exhibit A the applicable provision.
4.5.1 Check with Application. Authorized Selling Firm will assure its
Producers' collection and timely remittance to Company of the
premiums due on all Products as specified herein. Company will
receive premium payments no later than the second business day
after the application has been signed by the customer.
4.5.2 Gross Sweep. Authorized Selling Firm will assure its
Producers' collection of the premiums due on all Products
and will timely account for such premiums, directly
depositing them into an account established by Authorized
Selling Firm for the benefit of Company, at a bank approved
by Company, and notifying Company immediately of the gross
receipts for the business day and of the sales to which they
relate. Upon receipt of notification from Authorized Selling
Firm, Company will sweep the settlement account. Additional
specific procedures governing movement of money pursuant to
this paragraph will be established by Authorized Selling
Firm and Company and will become part of the Company Rules.
4.5.3 Gross ACH Through Clearing Broker. Authorized Selling Firm
will assure its Producer's collection of the premiums due
for all Products and the timely accounting for and
submission of all premiums directly and immediately to
Clearing Broker. Premiums must be in the form of check, bank
draft authorization, customer-approved account transfer, or
wire transfer, with funds payable to the order of Selling
Agency. Clearing Broker will immediately deposit premium
payments received from Selling Agency into an account for
the benefit of Selling Agency, or into the Clearing Broker's
segregated omnibus account established for the benefit of
Selling Agency (sometimes referred to as an "Omnibus
Account."). Selling Agency will notify, or will ensure that
the Clearing Broker notifies, Company immediately of the
gross receipts for each business day. Clearing Broker will,
through ACH transfer, remit the gross premiums received to a
Company-owned bank account designated by Company so that the
Company receives the premiums no later than the close of
business on the second day after the application was signed
by the Customer. Additional specific procedures governing
the movement of money pursuant to this paragraph will be
established by Selling Agency, Broker-Dealer, Company and
Distributor, and will become part of the Company Rules.
4.5.4 Net Wire Through Clearing Broker. Selling Agency will assure its
Representatives' collection of the premiums for all Variable
Contracts and the timely accounting for and submission of all
premiums directly and immediately to Clearing Broker. Premiums
must be in the form of check, bank draft authorization,
customer-approved account transfer, or wire transfer, with funds
to the order of Selling Agency.
Clearing Broker will immediately deposit premium payments
received from Selling Agency into an account for the benefit of
Selling Agency, or into the Clearing Broker's segregated account
(sometimes referred to as an "Omnibus Account") established for
the benefit of Selling Agency and any Affiliates or
Broker-Dealer. Selling Agency will notify, or will ensure that
the Clearing Broker notifies, Company immediately of the gross
receipts for each business day. Clearing Broker will, through
wire transfer, remit the premiums received, net of Selling
Agency's share of commissions, subject to the conditions set
forth below, to a Company-owned bank account designated by
Company so that the Company receives the premiums no later than
the close of business on the second day after the day the
application was signed by the Customer.
Clearing Broker may remit premium payments to Company net of
Selling Agency's share of commission only if shown on Exhibit A,
and only if Company and Selling Agency agree on specific
procedures to be used. Such procedures will become part of the
Company Rules. "Selling Agency's share of commission"
specifically excludes supplemental trail commissions or other
payments contemplated between the parties.
If Option 4.5.3 or 4.5.4 are agreed upon by American Express and
Authorized Selling Firm as the method of collection and
submission of premiums then the provisions of Exhibit B will
apply.
4.6 Solicitation. Authorized Selling Firm, through Producers, will solicit
applicants who appear to meet Company's and Distributor's underwriting
and suitability standards, provided that nothing in this Agreement
shall be deemed to require Authorized Selling Firm to solicit any
particular customer's application for an annuity.
4.7 Company Property. Authorized Selling Firm will safeguard, maintain and
account for all policies, forms, manuals, equipment, supplies,
advertising and sales literature furnished to Authorized Selling Firm
and Producers by American Express and will destroy or return the same
to American Express promptly upon request.
4.8 Accurate Record; Audit. As required by applicable laws and Company's
policies and procedures, Authorized Selling Firm will keep identifiable
and accurate records and accounts of all business and transactions
effected pursuant to this Agreement. Upon reasonable notice and at
reasonable times, continuing during a period of one year following the
termination of this Agreement, Authorized Selling Firm will permit
American Express to visit, inspect, examine, audit and verify, at
Authorized Selling Firms offices or elsewhere, any of the properties,
accounts, files, documents, books, reports, work papers and other
records belonging to or in the possession or control of Authorized
Selling Firm relating to the business covered by this Agreement, and to
make copies thereof and extracts therefrom, provided that such audit
shall not unreasonably interfere with Authorized Selling Firm's normal
course of business.
4.9 Approved Advertising. No sales promotions, promotional materials, or
any advertising relating to Products or Company or Distributor ("Sales
Material") shall be used by Authorized Selling Firm or Producers unless
the specific item has been approved in writing by Company and/or
Distributor before use. Any promotional material developed by
Authorized Selling Firm will become the sole property of American
Express once approved. Any modification of the promotional materials to
enable the use of such in a financial institution setting must also be
approved in accordance with this section.
4.10 Chargeback of Commissions. Selling Agency will be charged back for
Selling Agency's portion of commissions relating to certain surrenders
of annuity products as specified in Exhibit A and its addenda, as
amended from time to time.
4.11 Fidelity Bond. Authorized Selling Firm represents and warrants that
all directors, officers, employees and representatives of Selling
Agency who are appointed pursuant to this Agreement as Producers for
Company or who have access to funds of Company, including but not
limited to funds submitted with applications for Products or funds
being returned to owners, are and shall be covered by a blanket
fidelity bond, including coverage for larceny and embezzlement, issued
by a reputable bonding company acceptable to Company. The bond shall
be maintained by Broker-Dealer at Broker-Dealer's and/or Selling
Agency's expense. Company may require evidence, satisfactory to it,
that such coverage is in force. Authorized Selling Firm shall give
prompt written notice to Company of cancellation or change of
coverage.
4.12 Limitations. Authorized Selling Firm shall have no authority with
respect to American Express, nor shall it represent itself as having
such authority, other than as is specifically set forth in this
Agreement. Without limiting the foregoing, neither Selling Agency nor
Broker-Dealer shall, without the express written consent of Company
and/or Distributor, as applicable: 4.12.1 make, waive, alter or change
any term, rate or condition stated in any Company contract or Company
or Distributor approved form, or discharge any contract in the name
of Company;
4.12.2 waive a forfeiture;
4.12.3 extend the time for the payment of premiums or other monies
due Company;
4.12.4 institute, prosecute or maintain any legal proceedings on
behalf of Company or Distributor in connection with any matter
pertaining to Company's business, nor accept service of
process on behalf of Company or Distributor;
4.12.5 transact business in contravention of the rules and
regulations of any insurance department and/or other
governmental authorities having jurisdiction over any subject
matter embraced by this Agreement;
4.12.6 make, accept or endorse notes, or endorse checks payable to
Company or Distributor, or otherwise incur any expense or
liability on behalf of Company or Distributor;
4.12.7 offer to pay or pay, directly or indirectly, any rebate of
premium or any other inducement not specified in the Products
to any owner or annuitant;
4.12.8 misrepresent the Products for the purpose of inducing an
annuity contract-holder in any other company to lapse, forfeit
or surrender his/her insurance therewith;
4.12.9 give or offer to give any advice or opinion regarding the
taxation of any customer's income or estate in connection with
the purchase of any Product;
4.12.10 enter into an agreement with any person or entity to market or
sell the Products without the written consent of Company and
Distributor;
4.12.11 use Company's or Distributor's names, logos, trademarks,
service marks or any other proprietary designation without the
prior written permission of Company; or
4.12.12 engage in any program designed to replace Products with any
annuity products of other companies, at any time while this
Agreement is in force; or provide data to any other person or
organization which would allow or facilitate such replacement
of Company's Products. Nothing herein shall preclude the
replacement of Company's fixed annuity products with Company's
own variable annuity products, so long as such sales are
suitable and documented according to Section 4.4.9,
Replacement Sales. (See also Section 9.3, Post Termination
Limitations, and Section 11, Confidentiality, generally.)
4.13 [Wholesaling Services. Authorized Selling Firm shall receive certain
wholesaling services under this Agreement pursuant to a Wholesaling
Agreement entered into on , 1999, by American Enterprise Life
Insurance Company (the "Company"), American Express Financial Advisors
Inc. (the "Distributor") and ___________________________________ (the
"Wholesaler").
5. COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.
5.1 Representations.
5.1.1 Company represents and warrants that (a) it is duly incorporated
in the state of Indiana and licensed in all states in the
Territory; and (b) that all Products, and all Sales Material (as
defined in Section 4.9, above) provided by Company or
Distributor have been filed with and approved by state insurance
departments in all states in the Territory, and comply with all
applicable laws and regulations and rules of the NASD.
5.1.2 Distributor represents and warrants that it is duly registered
as a broker-dealer with the SEC, the NASD, all fifty states and
the District of Columbia, and is qualified to do business in all
states in which Company is licensed and qualified to do
business.
5.1.3 Distributor and Company represent and warrant that Company, as
issuer and on behalf of the underlying investment account(s),
has registered the underlying investment account(s) of the
Products with the SEC as a security under the Securities Act of
1933 ("1933 Act") and as a unit investment trust under the
Investment Company Act of 1940.
5.1.4 Company represents and warrants that the prospectuses and
registration statements relating to the Products do not contain
any untrue statements of material fact or any omission to state
a material fact, the omission of which makes any statement
contained in the prospectuses and registration statements
misleading.
5.1.5 Company represents and warrants that Company will meet any
requirements of the NASD and state departments of insurance in
the jurisdictions in which the Products are available for sale
regarding both the filing and approval of Sales Material.
5.2 Prospectuses, Sales Literature and Advertising. American Express will
provide to Authorized Selling Firm, without any expense to Authorized
Selling Firm, prospectuses relating to the Products and such other
Sales Material (as defined is Section 4.9, above) as American Express
determines is necessary or desirable for use in connection with sales
of the Products.
5.3 Transmission of Contracts for Delivery to Contract Owners. Company will
transmit contracts for Products directly to annuity contract-holders.
5.4 Confirmations. Upon Company's acceptance of any payment for a Product,
Company as agent for Distributor will deliver to each contract owner a
statement confirming the transaction in accordance with Rule 10b-10
under the 1934 Act.
5.5 Annuity Contract-holder Services. Company shall provide
administrative, accounting and other services to annuity
contract-holders as necessary and appropriate, in the same manner as
such services are provided to Company's other annuity
contract-holders.
5.6 Reservation of Rights. Notwithstanding any other provision of this
Agreement or any other agreement between Company and/or Distributor
and Selling Agency and/or Broker-Dealer, Company reserves the
unconditional right to modify any of the Products in any respect
whatsoever or to suspend the sale of any Products in whole or in part
at any time and without prior notice. Company reserves the
unconditional rights to refuse to accept applications procured by
Authorized Selling Firm or Producers which fail to meet underwriting
or other standards of Company.
5.7 Company Rules. American Express shall provide Authorized Selling Firm
with Company Rules as soon as is practicable. All revisions,
modifications and replacements of such Company Rules shall be provided
by Company and Distributor to Authorized Selling Firm promptly after
issuance by Company and/or Distributor.
6 COMPENSATION.
6.1 Compensation to Authorized Selling Firm. Company shall pay a total
commission on premiums collected pursuant to this Agreement based on
the rates of commission set forth on the attached Exhibit A and its
Addenda. In all cases, the amount of commission shown in the addenda is
the total compensation available for distribution from Company, or any
of its subsidiaries, affiliates, or other related entities owned or
controlled by American Express Company, whether under this Agreement or
under any other agreement between or among Company, Broker-Dealer, any
Selling Agency or Producer, or any other party. No commission will be
apid on sales outside the states shown in the Territory on Exhibit A.
No commission will be paid on the sale of an annuity under this
Agreement if that sale involves replacement of an asset or investment
issued by Company or by any other insurance company owned or controlled
by American Express Company. Company reserves the right from time to
time to adjust commission upwards for any of the Products, for a
specified period of time, upon notice to Selling Agency and
Broker-Dealer, without requiring signatures on a corresponding
addendum. No downward adjustment of commission will occur without
signatures of all parties to the Agreement, except for the return to
commission rates originally identified in the addenda. No compensation
shall be paid unless all of the following conditions precedent have
been met to Company's satisfaction:
6.1.1 Licensing of Producer. Prior to the time of any solicitation of
a sale or a sale of a Product, the Producer making such
solicitation or sale shall be licensed and appointed with
Company in accordance with the laws of the state(s) where the
sale is being made and the customer resides.
6.1.2 Licenses and Contracts. No person or entity, except
Producers satisfying the provisions of Section 6.1.1,
"Licensing of Producers," shall in any way share in any
commissions payable hereunder unless such person or entity
is licensed in accordance with the laws of the state(s) in
which the sale was made and the customer resides; and unless
such person or entity shall have entered into an agreement
with Selling Agency which specifies such person or entity's
rights and obligations and which makes provision for
payment, including splitting, of commissions.
Notwithstanding the preceding sentence, in those states
which permit payment of a commission to an entity which is
not licensed as an insurance agency, Company will pay
commissions to an unlicensed entity which is a party to this
Agreement, but only after such entity has provided evidence
satisfactory to Company as to how Company may make such
payments in accordance with applicable state insurance laws.
6.1.3 Alternative Payment Agreement. Only if shown on Exhibit A
attached hereto, Company may make commission payments and debit
commission chargebacks to Broker-Dealer, so long as
Broker-Dealer also has insurance licenses appropriate for the
sales of Products in affected states. See also Section 4.10.
6.1.4 Supplemental Trail Commissions. Amounts and conditions of
payment of Supplemental Trail Commission, if any, are attached
in the addenda and shown on Exhibit A. In no event will
Supplemental Trail Commission be paid on a contract less than
one year old.
6.2 Chargebacks. Company has the right to charge back Selling Agency for
commissions paid in the event of certain surrenders of annuity
contracts as specified in Exhibit A and its Addenda.
6.3 Expenses. Except as otherwise provided in this Agreement, or
subsequently agreed to in writing by American Express, Authorized
Selling Firm will be responsible for all costs and expenses of any kind
and nature incurred by Authorized Selling Firm in the performance of
its duties under this Agreement.
6.4 Post Termination Compensation Obligations. Upon termination of this
Agreement, Company's obligation to pay commissions to Selling Agency,
or Producers shall immediately cease except that:
6.4.1 Company will pay commissions, as the same become due and
payable, upon Products for which the application has been taken
and the required premium has been collected (or has become
irrevocably collectable from a third party) as of the date of
termination, and for which the Company subsequently issues a
policy.
6.4.2 Company will charge back against those commissions identified in
Exhibit A for surrenders of Products sold prior to the
termination of this Agreement by Authorized Selling Firm or
Producers. Company will invoice Selling Agency unless Company
and Selling Agency agree upon another method of payment of such
amounts.
6.4.3 Company shall pay commissions in accordance with Exhibit A and
its addenda, attached hereto, on all premiums collected on
Products issued prior to such termination.
7. INDEMNIFICATION.
7.1 Indemnification of Company and Distributor. Authorized Selling Firm
shall indemnify, defend and hold harmless American Express, any of its
officers, directors and employees, from and against any and all losses,
claims, damages, liabilities, actions, costs or expenses to which
American Express, or any of its officers, directors and employees, may
become subject (including any legal or other expenses incurred by it in
connection with investigating any claim against it and defending any
action and, provided Authorized Selling Firm will have given prior
written approval of such settlement or compromise, which consent will
not be unreasonably withheld or delayed, any amounts paid in settlement
or compromise) insofar as such losses, claims, damages, liabilities,
actions, costs or expenses arise out of or are based upon:
7.1.1 The acts or omissions of Authorized Selling Firm or any of its
employees, agents or Producers while acting (whether under actual
or apparent authority, or otherwise) on behalf of Authorized
Selling Firm or American Express in connection with this
Agreement;
7.1.2 Any breach of any covenant or agreement made by Authorized Selling
Firm under this Agreement; or
7.1.3 The inaccuracy or breach of any representation or warranty made by
Authorized Selling Firm under this Agreement.
This indemnification obligation shall not apply to the extent that such
alleged act or omission is attributable to American Express either
because (1) American Express directed the act or omission, or (2) the
act or omission by Authorized Selling Firm or any of its employees,
agents or Producers was the result of their compliance with the Company
Rules.
7.2 Indemnification of Selling Agency and Broker-Dealer. American Express
shall indemnify, defend and hold harmless Authorized Selling Firm, any
of its officers, directors and employees, from and against any and all
losses, claims, damages, liabilities, actions, costs or expenses to
which Authorized Selling Firm, or any of its officers, directors and
employees, may become subject (including any legal or other expenses
incurred by it in connection with investigating any claim against it
and defending any action and, provided American Express will have given
prior written approval of such settlement or compromise, which consent
will not be unreasonably withheld or delayed, any amounts paid in
settlement or compromise) insofar as such losses, claims, damages,
liabilities, actions, costs or expenses arise out of or are based upon:
7.2.1 The acts or omissions of American Express, or any employee or
agent of American Express, (excluding Authorized Selling Firm or
Producers) while acting (whether under actual or apparent
authority or otherwise) on behalf of Company in connection with
this Agreement;
7.2.2 Any breach of any covenant or agreement made by American Express
under this Agreement; or
7.2.3 The inaccuracy or breach of any representation or warranty made
by American Express under this Agreement.
7.3 Limitation of Liability. Except as expressly stated herein, as between
the parties, in no event will any party to this Agreement be
responsible to any other party for any incidental, indirect,
consequential, punitive, or exemplary damages of any kind arising from
this Agreement, including without limitation, lost revenues, loss of
profits or loss of business. The parties agree that the losses and
damages arising under and/or covered by Section 7.1 and 7.2 shall be
subject to this limitation.
8. ARBITRATION. The parties agree to attempt to settle any misunderstandings
or disputes arising out of this Agreement through consultation and
negotiation in good faith and a spirit of mutual cooperation. However, if
those attempts fail, the parties agree that any misunderstandings or
disputes arising from this Agreement will be decided by arbitration which
will be conducted, upon request of either party, before three arbitrators
(unless both parties agree on one arbitrator) designated by the American
Arbitration Association located in the city of Company's principal place of
business. The parties further agree that the arbitrator(s) will decide
which party must bear the expenses of the arbitration. This agreement to
arbitrate shall not preclude either party from obtaining provisional
remedies such as injunctive relief or the appointment of a receiver from a
court having jurisdiction, either before, during or after the pendency of
the arbitration. The institution and maintenance of such provisional
remedies shall not constitute a waiver of the right of a party to submit a
dispute to arbitration.
9. TERMINATION.
9.1 Termination for Cause. At any time during the Term of this Agreement,
American Express or Authorized Selling Firm may terminate this
Agreement immediately for cause upon written notice of such termination
to the other party. Such written notice shall state the cause with
specificity. As used in this Section, the term "cause" shall include
any one or more of the following:
9.1.1 the conviction of any party, its officers or supervisory
personnel of any felony, of fraud, or of any crime involving
dishonesty;
9.1.2 the intentional misappropriation by a party of funds or property
of any other party, or of funds received for it or for annuity
contract-holders;
9.1.3 the cancellation, or the refusal to renew by the issuing
insurance regulatory authority of, any license, certificate or
other regulatory approval required in order for any party to
perform its duties under this Agreement;
9.1.4 any action by a regulatory authority with jurisdiction over the
activities of a party that would place the party in receivership
or conservatorship or otherwise substantially interfere or
prevent such party from continuing to engage in the lines of
business relevant to the subject matter hereof; or
9.1.5 a party becoming a debtor in bankruptcy (whether voluntary or
involuntary) or the subject of an insolvency proceeding.
9.2 Termination without Cause. American Express or Authorized Selling Firm
may terminate this Agreement without cause upon 30 days prior written
notice to the other parties.
9.3 Post Termination Limitation. For a period of one year after termination
of this Agreement, Authorized Selling Firm and Producers shall not
knowingly induce or cause, or attempt to induce or cause, any concerted
or organized effort to recommend, promote, encourage or endorse the
termination, surrender, or cancellation of any Product sold pursuant to
this Agreement.
10. INDEPENDENT CONTRACTOR. This Agreement is not a contract of employment.
Nothing contained in this Agreement shall be construed or deemed to create
the relationship of joint venture, partnership, or employer and employee
between American Express and Authorized Selling Firm. Each party is an
independent contractor and shall be free, subject to the terms and
conditions of this Agreement, to exercise judgment and discretion with
regard to the conduct of business.
11. CONFIDENTIALITY.
11.1 Each party agrees that, during the term of this Agreement and
at all times thereafter, it will not disclose to any unaffiliated
person, firm, corporation or other entity, nor use for its own
account, any of the other parties' trade secrets or confidential
information, including, without limitation, the terms of this
Agreement; non-public program materials; member or customer lists;
proprietary information; information as to the other party's
business methods, operations or affairs, or the processes and
systems used in its operations and affairs, or the processes and
systems used in any aspect of the operation of its business; all
whether now known or subsequently learned by it. If this Agreement
is terminated, each party, within 60 days after such termination,
will return to the other parties, respectively, any and all copies,
in whatever form or medium, of any material disclosing any of the
other parties' trade secrets or confidential information as
described above.
Nothing in this Agreement shall require a party to keep
confidential any information that:
11.1.1 the party can prove was known to it prior to any
disclosure by any other party;
11.1.2 is or becomes publicly available through no fault of the
party;
11.1.3 the party can prove was independently developed by it
outside the scope of this Agreement and with no access to
any confidential or proprietary information of any other
party;
11.1.4 is required to be disclosed to governmental regulators or
pursuant to judicial or administrative process or subpoena;
11.1.5 is required in order to perform that party's obligation
under this Agreement;
11.1.6 is required to be disclosed by any applicable law; or
11.1.7 is mutually agreed upon by all parties to this Agreement.
11.2 In the event Authorized Selling Firm during the term of this Agreement and
for a period of one year after the effective date of its termination,
engages in a concerted effort to promote, recommend or encourage the
termination, surrender, or cancellation of any Product sold under this
Agreement, without reasonable grounds to believe that such termination,
cancellation or surrender is in each individual customer's best interest,
then American Express will have the right to contact present and former
purchasers of the Products sold under this Agreement with a view to
retaining the assets in their accounts with Company, without being found in
violation of this Section 11.
12. ASSIGNMENT. The parties to this Agreement may not assign, either wholly or
partially, this Agreement or any of the benefits accrued or to accrue under
it, or subcontract their interests or obligations under this Agreement,
without the written approval of all parties.
13. AMENDMENT OF AGREEMENT. American Express reserves the right to amend this
Agreement at any time, but no amendment shall be effective until approved
in writing by Authorized Selling Firm, subject to the provisions of Section
5.6, "Reservation of Rights," and Section 12, "Assignment," herein.
14. MISCELLANEOUS.
14.1 Applicable Law. This Agreement shall be governed by and interpreted
under the laws of the State of Minnesota.
14.2 Severability. Should any part of this Agreement be declared invalid,
the remainder of this Agreement shall remain in full force and effect,
as if the Agreement had originally been executed without the
invalid provisions.
14.3 Notice. Any notice hereunder shall be in writing and shall be deemed
to have been duly given if sent by certified or registered mail,
postage prepaid, or via a national courier service with the capacity
to track its shipments, to the following addresses:
If to Company: If to Distributor:
American Enterprise Life Insurance Company American Express Financial Advisors Inc.
00 Xxxxx 0xx Xxxxxx 00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
Attn: Compliance Officer (Unit 1818) Attn: Compliance Officer (Unit 1818)
If to Selling Agency: If to Broker-Dealer:
[[GA]] [[Broker-Dealer]]
[[GAaddress1]] [[GBaddress1]]
[[GAaddress2]] [[GBaddress2]]
[[GAcity]], [[GAStatesName]] [[GAzip]] [[GBcity]]
14.4 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns, subject to the provisions of this Agreement limiting
assignment.
14.5 Headings. The headings in this Agreement are for convenience only and
are not intended to have any legal effect.
14.6 Defined Terms. The terms defined in this Agreement are to be
interpreted in accordance with this Agreement. Such defined terms are
not intended to conform to specific statutory definitions of any
state.
14.7 Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes
all previous communications, representations, understandings and
agreements, either oral or written, between the parties or any
official representative thereof.
14.8 Survival. All terms and conditions of Section 7, "Indemnification";
Section 9.3, "Post Termination Limitations"; and Section 11,
"Confidentiality," will survive termination of this Agreement.
14.9 No Waiver. No failure to enforce, nor any breach of any term or
condition of this Agreement, shall operate as a waiver of such term or
condition, or of any other term or condition, nor constitute nor be
deemed a waiver or release of any other rights at law or in equity, or
of claims which any party may have against any other party, for
anything arising out of, connected with, or based upon this Agreement.
Any waiver, including a waiver of this Section, must be in writing and
signed by the parties hereto.
American Enterprise Life Insurance Company [[GA]]
Company Selling Agency
By: By:
Title: Title:
Date: Date:
American Express Financial Advisors Inc. [[Broker-Dealer]]
Distributor Broker-Dealer
By: By:
Title: Title:
Date: Date:
Affiliates: Affiliates:
[[Affiliate Name]] [[Affiliate Name]]
By: By:
Title: Title:
Date: Date:
EXHIBIT A
Selling Agency: Products, Territory and Commissions
SUMMARY:
This Exhibit is intended to summarize the contents of Exhibit A and its Addenda,
as they are added to the arrangements with [[GA]], ("Selling Agency"),
[[Broker-Dealer]] ("Broker-Dealer"), Company and Distributor under this
Agreement.
------------------------- ------------------------ ------------------------ ---------------------------- --------------
Selling Agency & Products Product Commission Remittance of Premiums Territory
Broker-Dealer (See Section 4.5)
------------------------- ------------------------ ------------------------ ---------------------------- --------------
------------------------- ------------------------ ------------------------ ---------------------------- --------------
[[Selling Agency or Variable B/D Product See Addendum A [[Money_Movement]] [[STATE1]]
Affiliate]] & (Service marked name [[STATE2]]
[[Broker-Dealer]] to be determined) [[STATE3]]
[[STATE4]]
only
------------------------- ------------------------ ------------------------ ---------------------------- --------------
This Exhibit A will only be separately executed when: (i) a product is added or
deleted; or (ii) there is a reduction in compensation.
Last Revision Date: Effective Revision Date:
Purpose of Last Revision:
Addendum A to Exhibit A: Products, Territory and Commissions
Addendum to the Selling Agreement between American Enterprise Life Insurance
Company ("Company") and American Express Financial Advisors Inc. ("Distributor")
and ("Broker-Dealer") and ("Selling Agency") dated . This Addendum
is effective .
The Product being offered through Selling Agency and Broker-Dealer is the
Platinum Flexible Premium Variable Annuity (B/D Variable Annuity).
COMMISSION:
The commission payable to Selling Agency for a given contract described in this
Addendum will be paid according to one of the following tables. For each
separate contract sold, Selling Agency is permitted to elect one of the
following three options. During the life of each such contract, the selected
option cannot be changed. If no election is shown on the application when it is
submitted to Company, commission will be paid according to Option B.
OPTION A:
-------------------------------- ------------------
Age of Older of Annuitant or Premium
Owner
-------------------------------- ------------------
-------------------------------- ------------------
Ages 0 - 75 6.00%
-------------------------------- ------------------
-------------------------------- ------------------
Ages 76 - 80 4.25%
-------------------------------- ------------------
-------------------------------- ------------------
Ages 81 - 90 2.50%
-------------------------------- ------------------
OPTION B:
-------------------------------- ------------------ ----------------------------------
Supplemental Trail
Age of Older of Annuitant or Premium Commission:
Owner (Annual rate; payable quarterly
at 1/4 of value shown)
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 0 - 75 5.00% 25 basis points
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 76 - 80 3.50% 25 basis points
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 81 - 90 2.00% 25 basis points
-------------------------------- ------------------ ----------------------------------
OPTION C:
-------------------------------- ------------------ ----------------------------------
Supplemental Trail
Age of Older of Annuitant or Premium Commission:
Owner (Annual rate; payable quarterly
at 1/4 of value shown)
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 0 - 75 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 76 - 80 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 81 - 90 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
In all cases, the amount of commission described above is the total compensation
available for distribution from Company, or any of its subsidiaries, affiliates,
or other related entities owned or controlled by American Express Company,
whether under this Agreement or under any other agreement between or among
Company, Broker-Dealer, any Selling Agency or Producer, or any other party,
except for the Supplemental Trail Commission. , conditions of payment of which
are described below.
CHARGEBACK:
In the event of the surrender of an annuity within six months of the payment
date, there will be a charge- back of commissions paid with respect to premiums
received in accordance with the following schedule:
Time Elapsed Since Payment Date Commission Chargeback
0-3 months 100%
Over 3 months to 6 months 50%
Over 6 months 0%
Chargebacks will be assessed in their entirety against the Authorized Selling
Firms. The chargeback will be waived in the events of death of an annuitant or
owner, or in case of annuitization or partial withdrawal. The chargeback
schedule applies separately to each payment upon cancellation or withdrawal. The
chargeback schedule applies during the free look period, or for any full
withdrawal.
Supplemental Trail Commission:
1. In addition to the compensation shown in other Addenda to this Agreement,
Company agrees to pay to Selling Agency a Supplemental Trail Commission as
shown in #2, below, subject to all the conditions in #3 below.
2. Payment. At the end of each calendar quarter, Company shall calculate and
pay the Supplemental Trail Commission as follows:
Supplemental Trail Compensation = Eligible Value x Annual Rate
Where:
Annual Rate of the Supplemental Trail Commission for Option B = 25
basis points as shown in Addendum A hereto.
Annual Rate of the Supplemental Trail Commission for Option C = 100
basis points as shown in Addendum A hereto.
Eligible Contracts means contracts sold to customers under this
Agreement, which have reached their first contract anniversary as of the
calendar quarter end, and for which Options B and C were was elected as
compensation.
Eligible Value means accumulation value (including interest and/or
earnings accrued), as of the quarter end for which the Supplemental Trail
Commission is being calculated, of all Eligible Contracts for Selling Agency.
3. Conditions of Payment:
a. Payment for each quarter's Supplemental Trail Commission shall be
final, and no credits or additions or adjustments shall be made to it.
Adjustments can be made in the next quarter in case of error.
b. If the Supplemental Trail Commission as calculated above is less than
$1000, Selling Agency waives payment thereof.
c. Company will supply supporting information for the calculation along
with payment within 45 days of the end of each calendar quarter.
d. The Supplemental Trail Commission does not apply to sales outside the
Territory or to sales which are otherwise excluded from normal
commission payments under Exhibit A and/or any other Addenda to this
Agreement (e.g., unlicensed sales, sales for which Selling Agency could
not otherwise be compensated, etc.).
e. In the event that Selling Agency has other agreements with Company
which contain a Supplemental Trail Commission addendum, all such
Supplemental Trail Commission addenda are merged for purposes of
calculating Eligible Value of Eligible Contracts. Supplemental Trail
Commission is paid only once per quarter per contract sold under any
such Supplemental Trail Commission addenda.
f. Subject to Condition d., above, Supplemental Trail Commission will be
paid to the Selling Agency for as long as each Eligible Contract
continues to remain an Eligible Contract as herein defined, and for as
long as the Authorized Selling Firm continues to be licensed as an
insurance agency with Company.
g. The obligation to pay Supplemental Trail Commission runs from Company
to Selling Agency only. All distribution of Supplemental Trail
Commission is the Authorized Selling Firm's responsibility. No claim
made by or on behalf of an individual Producer for Supplemental Trail
Commission will be honored by Company, and no expense, including
(without limitation) attorney fees, that an Authorized Selling Firm or
a Representative may incur to determine the individual Representative's
entitlement to Supplemental Trail Commission, will be absorbed by or
reimbursed by Company.
EXHIBIT B TO SELLING AGENCY AGREEMENT
FOR THE SALE OF VARIABLE ANNUITIES
(for use if Payment Options 4.5.3 or 4.5.4 appear on Exhibit A)
The Selling Agency Agreement between American Enterprise Life Insurance Company
("Company"), American Express Financial Advisors Inc. ("Distributor"),
__________________ ("Selling Agency") and ____________________ ("Broker-Dealer")
dated ________ ("Agreement") is hereby amended as follows. This Amendment is
effective _________.
The purpose of this Amendment is to modify Selling Agency's and
Broker-Dealer's obligations and duties under the Agreement with respect to the
process for remitting premiums to Company to enable Authorized Selling Firm to
use the services of a third party, __________ _________________("Clearing
Broker"). To the extent there are any inconsistencies between the Agreement and
this Amendment, the provisions contained herein will supersede the Agreement.
Section 4.4, Supervision and Administration, is amended to replace subsection
4.4.8 (a) with the following: 4.4.8(a) Authorized Selling Firm will instruct
customers to pay their premiums for the Products, by check or bank draft
authorization or wire transfer, with funds to the order of Selling Agency in
accordance with Section 4.5, "Collection and Submission of Premiums."
Section 4.8, Accurate Record, Audit, shall be amended by adding the following,
at the end of the Section: Company will have the right to audit the books of the
Authorized Selling Firm and Authorized Selling Firm will obtain Clearing
Broker's consent for Company to audit the books of Clearing Broker, with respect
to any premium remittance, or the premium remittance process, insofar as either
involves the Clearing Broker.
Section 4 of the Agreement is hereby amended by inserting a new subsection,
4.13, Compensation to Clearing Broker:
4.13 Compensation to Clearing Broker. Authorized Selling Firm agrees that they
will only pay Clearing Broker for the services authorized herein on a fixed fee
basis. Such fee may be paid on a per-transaction basis only if it is reasonable
in relation to the services rendered, and only if prior written authorization is
obtained from the Company. Authorized Selling Firm will not pay Clearing Broker
a commission or use any form of compensation where the Clearing Broker's fee is
determined by the dollar amount of any given purchase of any Product, unless
Clearing Broker is separately licensed by appropriate state insurance licensing
authorities and appointed to sell Products.
Section 4 of the Agreement is hereby amended by inserting a new subsection,
Section 4.14, Representations and Warranties of Selling Agency and
Broker-Dealer:
4.14 Representations and Warranties of Selling Agency and Broker-Dealer:
4.14.1 Authorized Selling Firm represents and warrants that Clearing
Broker is the designated receiver of premium payments on
variable annuity products sold by Selling Agency.
4.14.2 Authorized Selling Firm represents and warrants that
Broker-Dealer has executed an agreement with the Clearing
Broker for the clearing of premiums which satisfies all
requirements of the National Association for Securities
Dealers, Inc.
4.14.3 Authorized Selling Firm represents and warrants that it will
ensure that activities of the Clearing Broker in connection
with the Products will be limited to those specified in this
Amendment, and that all such activities will be performed in
accordance with applicable state and federal laws and
regulations. Selling Agency and/or Broker-Dealer must obtain
Company's prior written agreement if the activities of
Clearing Broker are modified in any way.
Section 7.1, Indemnification of Company, is amended by adding the following
subsection: Section 7.1.4 The acts or omissions of the Clearing Broker or any
employee or agent of Clearing Broker while performing the activities covered by
this Agreement. The indemnity obligation of this paragraph will extend to any
regulatory penalties incurred by Company as a result of said activities.
EXHIBIT C
Affiliate Participation Agreement
[[Agency_Affiliate]] ("Affiliate") agrees to act as an Affiliate of Selling
Agency and American Enterprise Life Insurance Company ("Company") agrees to
appoint Affiliate in the jurisdiction in the Territory identified on Exhibit A
and for the Products identified on Exhibit A in accordance with the terms and
conditions of the Selling Agreement between Selling Agency, Broker-Dealer,
Company and Distributor dated [[Effective_Date]] ("Agreement"), incorporated
herein by this reference, as it may be amended from time to time.
Affiliate acknowledges, warrants, covenants and agrees that:
1. All terms used herein shall have the definitions used in the
Agreement.
2. Affiliate assumes all of the duties and responsibilities of Selling
Agency as an insurance agency under the Agreement except that
Affiliate's rights, duties and responsibilities shall only extend
to the jurisdictions in the Territory on Exhibit A and Products
identified on Exhibit A.
3. Affiliate and Selling Agency are jointly and severally liable for
the performance of Affiliates duties and responsibilities under the
Agreement in the jurisdictions in the Territory identified on
Exhibit A.
4. Affiliate warrants that it has the licenses required to sell
annuities and perform the duties and responsibilities of an
insurance agency in the jurisdictions in the Territory identified
on Exhibit A.
5. Selling Agency, by this appointment, agrees that it will forward to
Affiliate any notices from Company which affect Affiliate.
Affiliate agrees that notice from Company to Selling Agency is
valid and effective notice to it.
6. All other provisions of the Agreement will apply to and govern
Affiliate's activities pursuant to this Affiliate Participation
Agreement, including, but not limited to the provisions concerning
amendments to the Agreement.
7. Selling Agency is authorized to execute amendments to the Exhibits
and Addenda on behalf of Selling Agency and Affiliate and Affiliate
will accept, agree to and perform its duties as Affiliate under the
Agreement in accordance with all such amendments upon receiving
written notice thereof from Selling Agency, provided that any term
of such an amendment which would be inconsistent with the terms of
this Affiliate Participation Agreement will require an amendment of
the Affiliate Participation Agreement in order to bind Affiliate to
that term.
8. This Affiliate Participation Agreement may be terminated in
accordance with the termination provision of the main Agreement.
IN WITNESS WHEREOF Affiliate and Selling Agency have signed this Affiliate
Participation Agreement as of
----------------------.
[[Agency_Affiliate]] [[Selling Agency]]
Affiliate Selling Agency
By: By:
Title: Title:
Send complete form to:
American Enterprise Life Insurance Company
00 Xxxxx 0xx Xxxxxx, Xxxxxxxxxxx, XX 00000, Attn: Contract Manager, Unit 1818
Accepted and appointment of Affiliate made on________________ By: ____________
For American Enterprise Life Insurance Company
