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Exhibit 3(c)
[LOGO] T O U C H S T O N E
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General Agency Agreement
THIS GENERAL AGENCY AGREEMENT ("Agreement") is made and entered into by and
between TOUCHSTONE SECURITIES, INC., a Nebraska corporation, and its undersigned
affiliated insurance agency (herein jointly and severally referred to as
"Touchstone"); the undersigned Broker-Dealer (herein separately referred to as
"Broker-Dealer"); and the undersigned Life Agency (herein separately referred to
as "Life Agency"). Broker-Dealer and Life Agency are herein jointly and
severally referred to as "General Agent."
THIS AGREEMENT sets forth the terms and conditions under which the parties agree
that Touchstone, having been authorized under a separate Distributor Agreement
with Western-Southern Life Assurance Company ("Company") to obtain and appoint
agents of Company, shall appoint General Agent as a general agent of Company to
solicit for and sell certain variable contracts (the "Contracts") which are
described on the Commission Schedule attached hereto, as the same may be amended
from time to time pursuant to this Agreement.
THE TERM of this Agreement shall commence on the date this Agreement, having
been signed by General Agent, is accepted and executed by Touchstone at its home
office, and shall continue in force until terminated as herein provided.
THIS AGREEMENT includes the attached Terms and Conditions, the attached
Commission Schedule (as amended from time to time), and all other schedules,
exhibits or addenda referencing this Agreement and now or hereafter appended
hereto by Touchstone, all of which are incorporated herein by reference. The
parties agree that this Agreement constitutes the complete and exclusive
statement of the terms and conditions between the parties covering the
performance hereof and cannot be amended, altered or modified except in the
manner provided for in the Terms and Conditions.
All terms and conditions of this Agreement are hereby agreed to by:
GENERAL AGENT: TOUCHSTONE:
BROKER-DEALER
________________________________ TOUCHSTONE SECURITIES, INC.
By:_____________________________ By:____________________________________
Name and Title:_________________ Name and Title:________________________
By:_____________________________ By:____________________________________
Name and Title:_________________ Name and Title:________________________
AND LIFE AGENCY: AND, its affiliated insurance agency:
________________________________
By:_____________________________ By:____________________________________
Name and Title:_________________ Name and Title:________________________
By:_____________________________ By:____________________________________
Name and Title:_________________ Name and Title:________________________
DATE:___________________________ DATE ACCEPTED:_________________________
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General Agent Summary
General Agent Name Tax ID Number
_________________________________________________________________________
General Agent Corporate Address
Number and Street: _____________________________________________________
_____________________________________________________
City: ________________ State: ____ Zip: ________ Telephone: ( ) ______________
FAX: ( ) ____________________
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Individual responsible for insurance and annuity sales (Product Manager)
Name: _______________________________ Telephone: ( ) ____________________
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Administrative key contact
Name: _______________________________ Telephone: ( ) ____________________
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Licensing contact & phone
Name: _______________________________ Telephone: ( ) ____________________
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Commission Checks to be mailed to:
Name: __________________________ Address: ________________________________
City: ________________ State: ______ Zip: _______ Telephone: ( ) ______________
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Number of Agents Number of branch offices
--------------------------------------------------------------------------------
Send Agent copies of confirms and statements to:
/ / Individual Agent at branch location
(If selected, branch/agent list must be returned with this document.)
/ / Corporate address as follows:
Street: ______________________________
City: ______________________________
State: _____________ Zip: ___________
PLEASE RETURN A COPY OF THE FIRM'S CRD STATUS REPORT WITH THIS DOCUMENT AND
APPLICABLE STATE INSURANCE LICENSES
Send Customer Contracts to:
/ / Agent
/ / Customer
Please return to:
Touchstone Securities, Inc. o X.X. Xxx 0000 x Xxxxxxxxxx, Xxxx 00000-0000
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Commission Schedule
/ / Please enroll our General Agency in the Point-of-Sale Commission Program.
Election of this program will allow individual Agents to choose any of the
following Touchstone or Touchstone II (No Load) or Touchstone Select
commission rates at point-of-sale. (IF THIS OPTION IS CHOSEN, NO FURTHER
SELECTIONS ARE REQUIRED).
IF THE POINT-OF-SALE COMMISSION PROGRAM IS NOT REQUESTED, PLEASE SELECT FROM THE
FOLLOWING COMMISSION OPTIONS:
TOUCHSTONE VARIABLE ANNUITY (contract series 9408-5550 WSA) Commission Option
/ / 7.10% plus .15% annually after 1st Contract Anniversary paid monthly
on Contract Value.
-OR-
/ / 3.30% plus .50% annually after 1st Contract Anniversary paid monthly
on Contract Value.
Touchstone will pay 7.10% as the default commission for the Touchstone
Variable Annuity (contract series 9408-5550 WSA) when the Agent fails to
select a commission option on the application.
WASHINGTON & OREGON COMMISSIONS: 7.10% on purchase payments received
in years 1-7
1.00% on purchase payments received
in years 8+
RULES FOR COMMISSION PAYMENTS
In the event of distribution of Contract Value due to withdrawals in
excess of contract provisions or surrender within twelve months from the
date of receipt of a purchase payment under a Contract, General Agent
shall refund 100% of the commission paid thereon to Touchstone. In the
event of distribution of Contract Value due to withdrawals in excess of
contract provisions within thirteen to eighteen months from the date of
receipt of a purchase payment under a Contract, General Agent shall refund
50% of the commission paid thereon to Touchstone.
TOUCHSTONE II (NO LOAD) VARIABLE ANNUITY (contract series 9408-5570 WSA)
/ / .20% annually after 1st Contract Month paid monthly on Contract Value.
TOUCHSTONE SELECT VARIABLE ANNUITY (contract series 9710-5580 WSA) Commission
Options
/ / Option A Commission Options
Issue Age < 72 6.00%
Issue Age > 72 4.50%
/ / Option B
Issue Age < 72 5.00%
Issue Age > 72 3.50%
Trail Commissions
years 2-6 .25% annually paid monthly
years 7+ 1.00% annually paid monthly
Touchstone will pay 6.00% as the default for the Touchstone Select
Variable Annuity if the agent fails to select a commission option on the
application.
RULES FOR COMMISSION PAYMENTS
In the event that any Contract shall terminate due to the Owner's election to
return a Contract under its "Free Look" provision, General Agent shall refund
100% of the commission paid thereon to Touchstone. The Touchstone Select
Variable Annuity has no other commission chargebacks.
Refund liabilities may be applied against current and future commissions payable
to General Agent.
(CONTINUED)
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WASHINGTON & OREGON SURRENDER CHARGES
The surrender charge is assessed on each purchase payment and is based
upon the number of years since the purchase payment was received.
Years After Receipt of Purchase Payment
Contract ---------------------------------------
Year 1 2 3 4 5 6 7 8+
---- - - - - - - - --
1 7% 7% 6% 5% 4% 2% 1% 0%
2 7% 7% 6% 5% 4% 2% 1% 0%
3 7% 7% 6% 5% 4% 2% 1% 0%
4 7% 6% 5% 4% 2% 1% 0% 0%
5 6% 5% 4% 2% 1% 0% 0% 0%
6 5% 4% 2% 1% 0% 0% 0% 0%
7 4% 2% 1% 0% 0% 0% 0% 0%
8 2% 1% 0% 0% 0% 0% 0% 0%
9 1% 0% 0% 0% 0% 0% 0% 0%
10+ 0% 0% 0% 0% 0% 0% 0% 0%
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Terms and Conditions of
General Agency Agreement
1. APPOINTMENT. General Agent is hereby appointed, through its
licensed and appointed individual agents, to solicit and procure
applications for the sale of Contracts on behalf of Company in
those states where General Agent is duly licensed to do so and in
those states where Company is authorized to sell such Contracts.
General Agent shall have no exclusive territory for the sale of
the Contracts. Touchstone shall inform General Agent of those
jurisdictions in which the Contracts may be lawfully sold.
Broker-Dealer warrants and represents that, at all times while
this Agreement is in force, it is and will remain registered as a
broker-dealer with the Securities and Exchange Commission (the
"SEC") and a member of the National Association of Securities
Dealers, Inc. (the "NASD"). Life Agency warrants and represents
that, at all times while this Agreement is in force, it is and
will remain licensed as a life insurance agency under the
insurance laws of the various states in which it operates and
Contracts are sold under authority of this Agreement.
2. AUTHORITY TO SOLICIT AND SELL. General Agent shall have the
authority, pursuant to the rules and regulations of Company and
Touchstone, to solicit sales of the Contracts, obtain completed
applications therefor and accept premiums paid thereon. All
applications for the Contracts shall be on forms duly authorized
by Company in accordance with the insurance laws and regulations
of the various states in which such Contracts are sold. All such
applications and the full amount, without setoff, demand or
deduction, of all premiums shall be promptly remitted to Company
in accordance with the rules and regulations of Touchstone and
Company applicable to such transactions.
No solicitation for a Contract shall be made by any person
associated with General Agent unless and until such person has
been duly appointed as an agent of Company in accordance with
applicable insurance laws and regulations. General Agent is not
authorized to solicit for the sale of the Contracts in any
jurisdiction where such product is not duly authorized to be sold.
3. AUTHORITY TO RECOMMEND APPOINTMENT OF AGENTS. General Agent is
authorized to recommend to Touchstone those persons associated
with General Agent who are to be appointed as agents of Company
and who are to be authorized to solicit for the sale of the
Contracts in accordance herewith. General Agent agrees to fulfill
all requirements set forth in the General Letter of Recommendation
attached as Schedule A hereto in conjunction with its submission
of licensing and appointment papers for all proposed agents.
Company shall have absolute discretion to accept or reject such
recommendation for the appointment of any such person
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as an agent for the sale of the Contracts. Company shall also have
the absolute right to terminate any such person as an agent of
Company. Before any such person approved for appointment as an
agent is permitted to sell the Contracts, such agent,
Broker-Dealer and Life Agency shall have entered into a written
agreement pursuant to which: (i) the agent is appointed as an
agent of Life Agency and a registered representative of
Broker-Dealer; (ii) said agent agrees that his or her selling
activities relating to the Contracts shall be under the
supervision and the control of General Agent; and (iii) that said
agent's right to continue to sell such Contracts is subject to his
or her continued compliance with such agreement and any
procedures, rules or regulations implemented by General Agent.
4. RESPONSIBILITIES OF AGENT. In addition to the responsibilities set
forth in Paragraphs 2 and 3 above, General Agent shall:
(a) make reasonable efforts to maintain the Contracts in force
and provide reasonable assistance to owners of the
Contracts,
(b) be governed strictly by all rules and instructions of
Company and Touchstone and observe and comply with all
applicable insurance laws and regulations,
(c) train and supervise its agents to insure that purchase of
a Contract is not recommended to an applicant in the
absence of reasonable grounds to believe that the purchase
of the Contract is suitable for that applicant. While not
limited to the following, a determination of suitability
shall be based on information furnished to an agent after
reasonable inquiry of such applicant concerning the
applicant's insurance and investment objectives, other
security holdings, financial situation and needs, and the
likelihood that the applicant will continue to make any
premium payments contemplated by the Contracts and will
keep the Contract in force for a sufficient period of time
so that Company's acquisition costs are amortized over a
reasonable period of time,
(d) insure that any offer of a Contract made by a sales agent
of General Agent will be made only by means of a currently
effective prospectus,
(e) keep such records in such form as may be reasonably
required by Company and Touchstone and/or as required
under applicable laws and regulations. Such records and
forms and all supplies furnished to the General Agent by
Company shall remain the property of Company and shall be
subject to examination and/or possession at any time by
Company or its authorized representatives,
(f) pay expenses incurred in the performance of this
Agreement,
(g) deliver Contracts immediately, and
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(h) promptly notify Touchstone and Company in writing of any
customer complaint or notice of regulatory investigation
related to the Contracts, Broker-Dealer, Life Agency, or
any activities contemplated by this Agreement, of which
General Agent becomes aware.
5. LIMITATIONS OF AUTHORITY. The authority granted to General Agent
does not permit it or any of its sales agents to:
(a) make, alter or discharge any contract to which Company or
Touchstone is a party,
(b) waive or modify any terms, rates, conditions or
limitations of any Contract,
(c) adjust or settle any claim unless specifically directed by
Company or to admit liability on any claim unless
authorized to do so in writing by Company,
(d) enter into any legal proceedings pertaining to Company's
or Touchstone's business without prior written consent.
Company or Touchstone shall not be responsible for any
expenses incurred as a result of these proceedings.
(e) exercise any authority on behalf of Touchstone or Company
other than as authorized by this Agreement,
(f) attempt to bind Touchstone or Company by any promise or
agreement,
(g) incur any debt, expense, or liability in Company's or
Touchstone's name or account without prior written
consent,
(h) pay or allow or offer to pay or allow as an inducement to
any person to purchase, any rebate of premium or
consideration or any inducement not specified in the
Contract,
(i) allow a writing agent to sign an application for a
Contract, as the writing agent, unless such application
was personally taken by such agent in the presence of the
applicant, or
(j) engage in any activity prohibited by federal or state laws
regulating financial institutions.
6. TRAINING, COMPLIANCE AND LICENSING. General Agent shall be
responsible for the training and supervision of all persons
appointed as agents hereunder. General Agent and all persons
associated with General Agent shall, in the solicitation and sale
of the Contracts, comply with all written procedures, rules and
regulations of Touchstone or Company applicable thereto. General
Agent and all persons associated
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with General Agent shall use only those sales, advertising and
promotional materials which have been approved in writing by
Touchstone.
General Agent shall have the responsibility for compliance with
all laws, rules and regulations applicable to the solicitation and
sale of the Contracts by General Agent and by all persons
associated with General Agent.
General Agent, its affiliates, its officers, directors, employees,
and sales personnel, shall obtain and maintain all licenses,
registrations, and appointments required by any law, regulations,
or other requirement of the SEC, the NASD, or of any jurisdiction
where the Contracts are to be sold. General Agent shall
immediately notify Touchstone if any sales persons associated with
it cease to be registered representatives of Broker-Dealer or if
General Agent is disqualified for continued membership with the
NASD or registration with the SEC.
7. COMPENSATION. General Agent shall receive commissions on premiums
on Contracts issued as a result of applications obtained by it and
accepted by Company. Commissions payable hereunder are specified
in the Commission Schedule which is attached hereto and
incorporated herein by reference. Such Commission Schedule may be
amended or modified at any time by Touchstone with prior written
notice. Any such amendment or modification shall apply only to
applications for Contracts which are obtained by General Agent
after the date of such modification or amendment. All compensation
due to General Agent and its sales persons under this Agreement
shall be paid to Broker-Dealer on behalf of General Agent
(assuming Broker-Dealer and Life Agency are separate persons), or
as otherwise required by law. As between Broker-Dealer and Life
Agency, Life Agency hereby appoints Broker-Dealer as its agent on
its behalf to receive and process commission payments that are
required by applicable law to be paid to Life Agency.
Notwithstanding the foregoing, Broker-Dealer agrees to account for
all commissions paid under this Agreement from the sale of
Contracts in accordance with the applicable reporting requirements
of the SEC and the NASD.
If Company, for any reason, refunds any premium or part of a
premium on any Contract, any commissions paid the General Agent on
such premiums that are to be refunded under the Schedule of
Commissions shall at Touchstone's option be immediately repaid to
Touchstone or, at the option of Touchstone, be deducted from any
compensation payable to the General Agent.
General Agent covenants that all necessary contractual
arrangements shall be in place to allow Touchstone to pay General
Agent for business produced by sales persons associated with
General Agent in the jurisdictions in which they hold licenses.
General Agent agrees to pay all compensation, if any, due to any
person, including sales persons associated with the General Agent,
with respect to business produced pursuant to this Agreement.
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The payment of compensation shall always be subject to the General
Agent and/or its sales persons being properly licensed in the
designated territory.
8. FIDELITY BOND AND OTHER LIABILITY COVERAGE. General Agent
represents that all directors, officers, agents, employees and
associated persons who are licensed pursuant to this Agreement as
Company Agents for state insurance law purposes or who have access
to funds of Company, including but not limited to, funds submitted
with applications for the Contracts are and shall be covered by a
blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond
shall be maintained by General Agent at its expense. Such bond
shall be, at a minimum, of the form, type and amount required
under NASD rules, endorsed (if necessary) to extend coverage to
transactions relating to the Contracts. Touchstone may require
evidence satisfactory to it, that such coverage is in force and
General Agent shall give prompt written notice to Touchstone of
any notice of cancellation of the bond or change of coverage.
General Agent hereby assigns any proceeds received from a fidelity
bonding company, error and omissions or other liability coverage,
to Touchstone or Company as their interest may appear, to the
extent of their loss due to activities covered by the bond, policy
or other liability coverage. If there is any deficiency amount,
whether due to a deductible or otherwise, General Agent shall
promptly pay such amounts on demand. This paragraph shall not be
construed to limit the indemnification provided in Section 9
hereof.
9. INDEMNIFICATION. General Agent shall indemnify and hold Touchstone
and Company harmless from any liability arising from any act or
omission of General Agent or of any officer, director, employee of
General Agent or of sales persons associated with General Agent.
General Agent shall indemnify and hold Touchstone and Company
harmless from any claim by a sales person associated with General
Agent for compensation due or to become due on account of such
person's sale of Contracts. General Agent expressly authorizes
Touchstone to charge against all compensation due or to become due
to General Agent under this Agreement any monies paid or
liabilities incurred by Touchstone or Company under this Section
9.
Touchstone shall indemnify and hold General Agent harmless from
any liability resulting from damages sustained by a Contract owner
caused by acts or omissions of Touchstone; except to the extent
General Agent's acts or omissions caused such liability.
Indemnification by Touchstone is subject to the conditions that
General Agent promptly notify Touchstone of any claim or suit made
against General Agent, and that General Agent allow Touchstone to
make such investigation, settlement, or defense thereof as
Touchstone deems prudent.
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10. ENTIRE AGREEMENT. This Agreement is the complete and exclusive
statement of the agreement between the parties as to the subject
matter hereof which supersedes all proposals or agreements, oral
or written, and all other communications or letters of intent
between the parties related to the subject matter of this
Agreement.
11. MODIFICATION OF AGREEMENT. This Agreement can only be modified by
a written agreement duly signed by the persons authorized to sign
agreements on behalf of the parties. Variance from the terms or
conditions of this Agreement or any order or other written
notification will be of no effect.
12. SEPARABILITY OF PROVISIONS. If any provision or provisions of this
Agreement shall be held to be invalid, illegal, or unenforceable,
the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or be impaired
thereby.
13. ASSIGNMENT. This Agreement and the rights, duties, and obligations
of the parties hereto shall not be assignable by either party
hereto without the prior written consent of the other, and any
purported assignment shall be void.
14. WAIVER. No waiver by either party of any default by the other in
the performance of any promise, term, or condition of this
Agreement shall be construed to be a waiver by such party of any
other or subsequent default in performance of the same or any
other covenant, promise, term, or condition hereof. No prior
transactions or dealings between the parties shall be deemed to
establish any custom or usage waiving or modifying any provision
hereof.
15. NOTIFICATION OF CLAIMS, DEMANDS, OR ACTIONS. Each party hereto
shall promptly notify the other in writing of any claims, demands,
or actions having any bearing on this Agreement.
16. PERFORMANCE IN ACCORDANCE WITH LAW. Each party agrees to perform
its obligations hereunder in accordance with all applicable laws,
rules, and regulations now or hereafter in effect. Notwithstanding
the imposition of liabilities and obligations on the Broker-Dealer
and Life Agency acting together as General Agent under this
Agreement (if Broker-Dealer and Life Agency are separate persons),
nothing herein contained shall be construed to relieve
Broker-Dealer of any of its responsibilities or obligations to
comply with all applicable federal and state securities laws and
regulations in its performance of this Agreement; nor shall
anything herein contained be construed to relieve Life Agency of
its responsibilities or obligations to comply with all applicable
state insurance laws and regulations in its performance of this
Agreement.
17. BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their successors, and
permitted assigns.
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18. ACTS BEYOND THE CONTROL OF THE PARTIES. No liability shall result
to either party, nor shall either party be deemed to be in default
hereunder, as a result of delay in its performance or from its
non-performance hereunder caused by circumstances beyond its
control, including but not limited to: act of God, act of war,
riot, epidemic, fire, flood, or other disaster, or act of
government. Nevertheless, the party shall be required to be
diligent in attempting to remove such cause or causes.
19. RELATIONSHIP OF THE PARTIES. Each of the parties will act as an
independent contractor under the terms of this Agreement and
neither is now, or in the future, an agent, or a legal
representative of the other for any purposes. Neither party has
any right or authority to supervise or control the activities of
the other party's employees in connection with the performance of
this Agreement or to assign or create any application of any kind,
express, or implied, on behalf of the other party or to bind it in
any way, to accept any service of process upon it or to receive
any notice of any nature whatsoever on its behalf.
20. TERMINATION. This Agreement shall automatically terminate upon
breach by any party of any terms and conditions hereof, or upon
the dissolution, bankruptcy, or insolvency of any party. This
Agreement may be terminated without cause by any party at any time
upon 30 days prior written notice. Termination shall not affect
General Agent's right to any compensation earned on premiums
received and accepted by Company prior to the effective date of
such termination, nor shall termination affect the obligations set
forth in Paragraph 9.
21. GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Ohio.
Whenever the context requires, all words used in the singular
shall be deemed to include the plural and vice versa, and each
gender shall include any other gender.
22. CAPTIONS. Captions contained in this Agreement are for reference
purposes only and do not constitute part of this Agreement.
23. NOTICE. All notices which are required to be given or submitted
pursuant to his Agreement shall be in writing and shall be deemed
given when deposited with the United States Postal Service,
postage prepaid, registered or certified mail, return-receipt
requested, to the last address of record of the party being
notified which is maintained by the other party in the ordinary
course of business.
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Schedule A
To Terms and Conditions of
General Agency Agreement
GENERAL LETTER OF RECOMMENDATION: General Agent hereby certifies to Touchstone
and Company that all of the following requirements will be fulfilled in
conjunction with the submission of licensing/appointment papers for all
applicants as agents ("applicant") submitted by General Agent. General Agent
will, upon request, forward proof of compliance with same to Touchstone and
Company in a timely manner.
1. We have made a thorough and diligent inquiry and investigation
relative to each applicant's identity, residence and business
reputation and declare that each applicant is personally known to
us, has been examined by us, is known to be of good moral
character, has a good business reputation, is reliable, is
financially responsible and is worthy of a license. Each
individual is trustworthy, competent, and qualified to act as an
agent for Company, and to hold himself out in good faith to the
general public. We vouch for each applicant.
2. We have on file a X-000, X-000 or U-4 form which was completed 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, and 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.
3. We certify that all educational requirements have been met for the
specific state in which each applicant is requesting a license,
and that all such persons have fulfilled the appropriate
examination, education and training requirements.
4. If the applicant is required to submit his or her picture,
signature, and securities registration in the state in which he or
she is applying for a license, we certify that those items
forwarded to Touchstone and 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 Company in order to place insurance chiefly or solely on his
or her life or property, lives or property of his or her
relatives, or property or liability of his or her associates.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any
or all risks written by these applicants, to the end that the
insurance interest of the public will be properly protected.
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7. We will not permit any applicant to transact insurance business as
an agent until duly licensed therefor. No applicants have been
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.
8. We certify that Life Agency, Broker-Dealer and applicant shall
have entered into a written agreement pursuant to which: (i)
applicant is appointed an agent of Life Agency and a registered
representative of Broker-Dealer, (ii) applicant agrees that his or
her selling activities relating to all Contracts shall be under
the supervision and control of General Agent; and (iii) that
applicant's right to continue to sell such Contracts is subject to
his or her continued compliance with such agreement and any
procedures, rules or regulations implemented by General Agent.
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[LOGO] T O U C H S T O N E
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Touchstone Personalized Asset
Allocation Agreement
The purpose of this Agreement is to set forth certain arrangements between the
General Agent ("General Agent") signing below and Touchstone Securities, Inc.
("Underwriter"), which relate to the use of ProRep(TM) Software in the purchase
and redemption of units of the Touchstone and Touchstone II Variable Annuity
(the "VA") by clients of the General Agent ("Clients").
1. INTENDED USE OF PROREP(TM) SOFTWARE. From time to time the
Underwriter may supply ProRep(TM) Software, brochures and other
materials, including model portfolio mixes and investor
questionnaires, to General Agent to assist General Agent in
formulating an asset allocation program for Clients. Such
materials are designed to be used and evaluated by the General
Agent, as an investment professional, in light of each Client's
individual circumstances, and are not to be relied upon as
investment advice of the Underwriter.
2. PURCHASE AND REDEMPTION OF UNITS. Any purchase or redemption of VA
units pursuant to the use of ProRep(TM) Software or the Touchstone
Personalized Asset Allocation program shall be conducted in
compliance with the terms and conditions of the VA prospectuses
then in effect. Any such purchase or redemption shall be made
solely upon the instructions of the General Agent or the Client.
Neither the VA nor the Underwriter have any investment authority
over any Client's account.
3. REPRESENTATIONS AND WARRANTIES BY THE GENERAL AGENT. The General
Agent hereby represents and warrants that: (a) it is a registered
broker dealer under the Securities Exchange Act of 1934 and is
registered in any state in which it is required to be so
registered, and that it shall comply with all applicable federal
and state laws in conducting its activities, including rules,
regulations and interpretations by governmental and regulatory
bodies and self-regulatory organizations having jurisdiction;
AND/OR (b) it is a registered investment advisor under the
Investment Advisers Act of 1940 and is registered in any state in
which it is required to be so registered, and that it shall comply
with all applicable federal and state laws in conducting its
activities, including rules, regulations and interpretations by
governmental and regulatory bodies and self-regulatory
organizations having jurisdiction.
4. PROMOTIONAL MATERIALS. The General Agent shall provide the
Underwriter with a copy of any agreements or materials referring
to the VA and prepared by the General Agent. All promotional
materials making reference to the VA are subject to approval by
the VA or Distributor before distribution. Notwithstanding the
foregoing, neither the VA nor the Underwriter are responsible for
the content of any materials prepared by any General Agent.
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5. INDEMNIFICATION. The General Agent shall indemnify and hold
harmless the VA Underwriter and Transfer Agent against any loss,
cost or expense (including legal fees) arising out of the purchase
or redemption of VA units for Client Accounts or the transfer or
disbursement of Client assets in accordance with the instructions
of the General Agent.
The parties hereto have entered into this Agreement on
Date ___________________, 19______
GENERAL AGENT:
_______________________________ (Name of Broker/Dealer)
_______________________________ (Name of Registered Investment
Advisor, if applicable)
_______________________________ By (Signature)
_______________________________ (Print Name and Title)
TOUCHSTONE SECURITIES, INC.
______________________________ By (Signature)
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