THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF GENERAL AGENCY
Agreement, made this _________ day of ____________, by and between The Guardian
Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a
wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("Principal").
1. The undersigned Principal is presently a General Agent of Guardian
Life in accordance with an Agreement of General Agency bearing an
effective date of _______________ ("Guardian Life GA Agreement").
2. GIAC hereby appoints the Principal a General Agent of GIAC for the
limited purpose of conducting and overseeing the business relating
to GIAC's Variable Whole Life Insurance Policies with Modified
Scheduled Premiums marketed under the name Park Avenue Life ("PAL").
There may be one or more policies marketed under this name and,
where necessary or appropriate, this Agreement will distinguish
between them by appending the year of introduction. Currently, there
are two policies marketed under this name -- PAL '95 and PAL '97.
3. The Principal shall at all times be associated with Guardian
Investor Services Corporation ("GISC"), a Broker-Dealer registered
with the Securities and Exchange Commission ("SEC") and a member of
the National Association of Securities Dealers, Inc. ("NASD") as an
NASD Registered Representative or NASD Registered Principal and, if
the particular jurisdiction requires, shall be licensed or
registered as a securities agent of GISC. The Principal must at all
times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL contracts occur. The
Principal, his agents, brokers and Field Representatives may solicit
for and sell PAL contracts in any jurisdiction where such contracts
are filed and approved for sale by the governmental authorities
having jurisdiction, provided the Principal, his agents, brokers and
Field Representatives are all validly licensed, registered or
otherwise qualified as required for the solicitation and sale of the
PAL contracts in such jurisdictions.
4. To the extent applicable, the Principal shall comply strictly with:
(a) the laws, rules and regulations of all jurisdictions (state and
local) in which the Principal, his agents, brokers and Field
Representatives solicit applications for and sell PAL contracts; (b)
federal laws and the rules and regulations of the SEC; (c) the rules
of the NASD; (d) the rules and procedures of GISC, and (e) the rules
and procedures of GIAC. The Principal understands that failure to
comply with such laws, rules, regulations and procedures may result
in disciplinary action against the Principal by the SEC, a state or
other local regulatory agency that has jurisdiction, the NASD, GISC
or GIAC. Before any solicitations or sales of PAL
are made, the Principal shall become familiar with and abide by the
laws, rules, regulations and procedures of all the above mentioned
agencies or parties as are currently in effect and as they may be
changed from time to time.
5. The Principal shall have all applications for PAL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Principal, his
agents, brokers and Field Representatives shall cause all checks or
orders for PAL to be made payable to GIAC. GIAC shall reject any
application that is submitted by or on behalf of a Principal, his
agents, brokers and Field Representatives not appropriately licensed
as required by paragraph 3 of this Agreement.
6. The Principal, his agents, brokers and Field Representatives shall
not make any statements concerning PAL except those that are
contained in the current prospectus for PAL and the prospectuses for
its underlying variable investment options and they shall not
solicit for applications or make sales through the use of mailings,
advertisements or sales literature or any other method of contact
unless the material or a complete description of the method has been
filed with the NASD and received written approval of GISC from a
Registered Principal whose office is located in a GISC Office of
Supervisory Jurisdiction as that term is defined by NASD rules.
7. In connection with the Principal's appointment as a GIAC General
Agent for the purpose set forth in paragraph 2 above, the entire
Guardian Life GA Agreement referred to above and attached hereto as
the Exhibit, including all compensation adjustment provisions, is
incorporated herein reference. Guardian Life GA Agreement
compensation provisions that do not apply to PAL are as noted below.
All references to "Company" within the Guardian Life GA Agreement
shall apply with full force and effect to GIAC. Additionally, the
Registered Representative's Agreement between the Principal and GISC
and the Agent's Agreement between the Principal and GIAC are
incorporated herein by reference and attached hereto as Exhibits.
8. The Principal shall be paid overriding commissions for sales of PAL
policies at 5% of first policy year policy premium, as that term is
defined in the PAL policy, 4% of policy year two through five policy
premiums and 2% of policy year six through ten policy premiums, plus
0.5% of policy year one through ten unscheduled payments, as that
term is defined in the PAL policy, while this Agreement remains in
full force and effect. At such time as this Agreement shall be
terminated, the overriding commission rates outlined above shall be
reduced in accordance with the termination deductions outlined in
Section 5 of the Guardian Life GA Agreement.
9. The Expense Allowance Payment ("EAP") provisions contained in
Section 4 and Appendix G of the Guardian Life GA Agreement shall not
apply to PAL (except for the use of PAL first year commissions on
policy premiums in determining the rate that will apply to non-PAL
business in accordance with the provisions contained in Appendix G,
Schedule G-II, (B) 2). The Principal shall instead receive EAP at
62% of the PAL first policy year commissions on policy premiums
(which shall be understood to include first policy year Field
Representative compensation on PAL policy premiums at $13.75 per
thousand of life production credits). In accordance with Regulation
49 of the New York State Insurance Department, the EAP on the first
policy year policy premium of each PAL policy, together with the
first year life commission paid on the first policy year policy
premium of each PAL policy, shall not exceed 81% of such premium. It
shall be understood that no payment will be used by the Principal to
effect compensation in excess of the limits of Section 4228 of the
Insurance Law of New York for the sale of insurance.
10. The Principal shall be paid commissions on personally produced PAL
business at the rate of 50% of first policy year policy premiums and
5% of policy year two through ten policy premiums, plus 3% of policy
year one through ten unscheduled payments. The first policy year
commission rate of 50% on policy premiums shall be reduced where
policies are issued at ages over 70 with actual rates payable
determined by deducting from the figure 120 ages of applicable
insureds as of policy issue dates.
11. No compensation shall be payable on policy premiums skipped under
the Premium Skip Option of the PAL policy.
12. First policy year overrides on policy premiums, EAP and first policy
year commissions on policy premiums shall be charged back to the
Principal on PAL policies that are surrendered or lapsed prior to
the policies having been inforce for at least eighteen months in
accordance with the following:
Policy Months of
PAL Surrenders or Chargeback
PAL Lapses Percentages
----------------- -----------
1-3 75%
4-6 70%
7-10 65%
11-13 55%
14 50%
15 40%
16 30%
17 20%
18 10%
Notwithstanding this Section 12, a PAL '97 policy which is
surrendered or lapsed prior to the policy's having been in force for
at least eighteen months shall not be subject to the chargeback
provisions set forth herein.
13. The Principal shall be responsible to the Company for any
indebtedness resulting from PAL chargebacks applied to PAL business
personally produced by the Principal and to PAL business produced by
the agents, brokers and Field Representatives of the Principal.
14. As of the effective date of the PAL product being made available for
sale, the Principal under this Agreement shall receive first policy
year PAL compensation described herein on applicable deferred first
year premiums and/or first year commissions of annual premium
variable life insurance ("APVLI") policies paid on or after the PAL
product introduction date that were personally sold or were by
agents, brokers and Field Representatives of the Principal's office
in lieu of first policy year APVLI compensation that would otherwise
have been payable in absence of this provision.
15. This Agreement may be terminated as outlined in Section 5 of the
Guardian Life GA Agreement. In addition, it shall be automatically
terminated if the Guardian Life GA Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE PRINCIPAL THAT THIS AGREEMENT SHALL NOT
BE EFFECTIVE UNLESS THE PRINCIPAL IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE PRINCIPAL AND THE
AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE PRINCIPAL FOR PAL POLICIES
OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
------------------- -------------------------
WITNESS AUTHORIZED COPMANY OFFICER
THE GUARDIAN INSURANCE &
ANNUITY COMPANY, INC.
------------------- -------------------------
WITNESS PRINCIPAL
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
MEMORANDUM OF AGREEMENT
Agreement, made this _________ day of ____________, by and between The Guardian
Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a
wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("Agent").
1. The undersigned Agent is presently a Career Development Manager
("CDM") of Guardian Life in accordance with a Memorandum of
Agreement bearing an effective date of _______________ ("Guardian
Life CDM Agreement").
2. GIAC hereby appoints the Agent CDM of GIAC for the limited purpose
of conducting and overseeing the business relating to GIAC's
Variable Whole Life Insurance Policies with Modified Scheduled
Premiums marketed under the name Park Avenue Life ("PAL").
There may be one or more policies marketed under this name and,
where necessary or appropriate, this Agreement will distinguish
between them by appending the year of introduction. Currently, there
are two policies marketed under this name -- PAL '95 and PAL '97.
3. The CDM shall at all times be associated with Guardian Investor
Services Corporation ("GISC"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of GISC. The CDM must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL contracts occur. The CDM, his agents, brokers
and Field Representatives may solicit for and sell PAL contracts in
any jurisdiction where such contracts are filed and approved for
sale by the governmental authorities having jurisdiction, provided
the CDM, his agents, brokers and Field Representatives are all
validly licensed, registered or otherwise qualified as required for
the solicitation and sale of the PAL contracts in such
jurisdictions.
4. To the extent applicable, the CDM shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the CDM, his agents, brokers and Field
Representatives solicit applications for and sell PAL contracts; (b)
federal laws and the rules and regulations of the SEC; (c) the rules
of the NASD; (d) the rules and procedures of GISC, and (e) the rules
and procedures of GIAC. The CDM understands that failure to comply
with such laws, rules, regulations and procedures may result in
disciplinary action against the CDM by the SEC, a state or other
local regulatory agency that has jurisdiction, the NASD, GISC or
GIAC. Before any solicitations or sales of PAL are made, the
CDM shall become familiar with and abide by the laws, rules,
regulations and procedures of all the above mentioned agencies or
parties as are currently in effect and as they may be changed from
time to time.
5. The CDM shall have all applications for PAL accurately completed or
reviewed and signed by the applicant and shall submit the
applications to GIAC through GISC together with all payments
received from applicants without any reductions. The CDM, his
agents, brokers and Field Representatives shall cause all checks or
orders for PAL to be made payable to GIAC. GIAC shall reject any
application that is submitted by or on behalf of a CDM, his agents,
brokers and Field Representatives not appropriately licensed as
required by paragraph 3 of this Agreement.
6. The CDM, his agents, brokers and Field Representatives shall not
make any statements concerning PAL except those that are contained
in the current prospectus for PAL and the prospectuses for its
underlying variable investment options and they shall not solicit
for applications or make sales through the use of mailings,
advertisements or sales literature or any other method of contact
unless the material or a complete description of the method has been
filed wit the NASD and received written approval of GISC from a
Registered Principal whose office is located in a GISC Office of
Supervisory Jurisdiction as that term is defined by NASD rules.
7. In connection with the agent's appointment as a GIAC CDM for the
purpose set forth in paragraph 2 above, the entire Guardian Life CDM
Agreement referred to above and attached hereto as the Exhibit,
including all compensation adjustment provisions, is incorporated
herein by reference. Guardian Life CDM Agreement compensation
provisions that do not apply to PAL are as noted below. All
references to "Company" within the Guardian Life CDM Agreement shall
apply with full force and effect to GIAC. Additionally, the
Registered Representative's Agreement between the CDM and GISC and
the Agent's Agreement between the CDM and GIAC are incorporated
herein by reference and attached hereto as Exhibits.
8. The CDM shall be paid as additional compensation 20% of first policy
year policy premium and 1% of first policy year unscheduled
payments, as those terms are defined in the PAL policy.
9. For purposes of the additional compensation outlined in Section
IIIB, Paragraph (K) of the Guardian Life CDM Agreement, the rate
applicable to first policy year PAL policy premiums shall be 30%.
10. The CDM shall be paid commissions on personally produced PAL
business at the rate of 50% of first policy year policy premiums and
5% of policy year two through ten policy
premiums, plus 3% of policy year one through ten unscheduled
payments. The first policy year commission rate of 50% on policy
premiums shall be reduced where policies are issued at ages over 70
with actual rates payable determined by deducting from the figure
120 ages of applicable insureds as of policy issue dates.
11. No compensation shall be payable on policy premiums skipped under
the Premium Skip Option of the PAL policy.
12. Additional compensation and first policy year commissions on policy
premiums shall be charged back to the CDM on PAL policies that are
surrendered or lapsed prior to the policies having been inforce for
at least eighteen months in accordance with the following:
Policy Months of
PAL Surrenders or Chargeback
PAL Lapses Percentages
----------------- -----------
1-3 75%
4-6 70%
7-10 65%
11-13 55%
14 50%
15 40%
16 30%
17 20%
18 10%
Notwithstanding this Section 12, a PAL '97 policy which is
surrendered or lapsed prior to the policy's having been in force for
at least eighteen months shall not be subject to the chargeback
provisions set forth herein.
13. The CDM shall be responsible to the Company for any indebtedness
that may have resulted from PAL chargebacks applied to PAL business
personally produced by the CDM.
14. This Agreement may be terminated as outlined in Section IV of the
Guardian Life CDM Agreement. In addition, it shall be automatically
terminated if the Guardian Life CDM Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE CDM AND THE AGENTS,
BROKERS AND FIELD REPRESENTATIVES OF THE CDM FOR PAL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
------------------- ----------------------------
WITNESS AUTHORIZED COMPANY OFFICER
THE GUARDIAN INSURANCE &
ANNUITY COMPANY, INC.
------------------- ----------------------------
WITNESS AGENT
The Guardian Insurance & Annuity Company, Inc.
Field Representative Agreement
Agreement, made this day of
by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a
Delaware corporation and a wholly-owned subsidiary of The Guardian Life
Insurance Company of America ("Guardian Life"), having its principal office
located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ("Field
Representative").
1. The undersigned is presently a Field Representative of Guardian Life
in accordance with a Field Representative Agreement bearing an
effective date of ("Guardian Life FR Agreement").
2. GIAC hereby appoints the undersigned a Field Representative of GIAC
for the limited purpose of soliciting applications for GIAC's
Variable Whole Life Insurance Policies with Modified Scheduled
Premiums marketed under the name Park Avenue Life ("PAL").
There may be one or more policies marketed under this name and,
where necessary or appropriate, this Agreement will distinguish
between them by appending the year of introduction. Currently, there
are two policies marketed under this name -- PAL '95 and PAL '97.
3. The Field Representative shall at all times be associated with
Guardian Investor Services Corporation ("GISC"I), a Broker-Dealer
registered with the Securities and Exchange Commission ("SEC") and a
member of the National Association of Securities Dealers, Inc.
("NASD") as an NASD Registered Representative or NASD Registered
Principal and, if the particular jurisdiction requires, shall be
licensed or registered as a securities agent of GISC. The Field
Representative must at all times be validly licensed, registered or
appointed by GIAC as a variable contracts agent in accordance with
the requirements of the jurisdiction where solicitations for PAL
contracts occur. The Field Representative may solicit for and sell
PAL contracts in any jurisdiction where such contracts are filed and
approved for sale by the governmental authorities having
jurisdiction, provided the Field Representative is validly licensed,
registered or otherwise qualified as required for the solicitation
and sale of the PAL contracts in such jurisdictions.
4. To the extent applicable, the Field Representative shall comply
strictly with: (a) the laws, rules and regulations of all
jurisdictions (state and local) in which the Field Representative
solicits applications for and sells PAL contracts; (b) federal laws
and the rules and regulations of the SEC; (c) the rules of the NASD;
(d) the rules and procedures of GISC, and (e) the rules and
procedures of GIAC. The Field Representative understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Field Representative
by the SEC, a state or other local regulatory agency that has
jurisdiction, the NASD, GISC and GIAC. Before any solicitations or
sales of PAL are made, the Field
Representative shall become familiar with and abide by the laws,
rules, regulations and procedures of all of the above mentioned
agencies or parties as are currently in effect and as they may be
changed from time to time.
5. The Field Representative shall have all applications for PAL
accurately completed or reviewed and signed by the applicant and
shall submit the applications to GIAC through GISC together with all
payments received from applicants without any reductions. The Field
Representative shall cause all checks or orders for PAL to be made
payable to GIAC. GIAC shall reject any application that is submitted
by or on behalf of a Field Representative not appropriately licensed
as required by paragraph 3 of this Agreement.
6. The Field Representative shall not make any statements concerning
PAL except those that are contained in the current prospectus for
PAL and the prospectuses for its underlying variable investment
options and shall not solicit for applications or make sales through
the use of mailings, advertisements or sales literature or any other
method of contact unless the material or a complete description of
the method has been filed with the NASD and received written
approval of GISC from a Registered Principal whose office is located
in a GISC Office of Supervisory Jurisdiction as that term is defined
by NASD rules.
7. In connection with the appointment of the undersigned as a GIAC
Field Representative for the purpose set forth in paragraph 2 above,
the entire Guardian Life FR Agreement referred to above and attached
hereto as the Exhibit, including all compensation adjustment and
service fee provisions, is incorporated herein by reference.
Guardian Life FR Agreement compensation provisions that do not apply
to PAL are as noted below. All references to "Company" within the
Guardian Life FR Agreement shall apply with full force and effect to
GIAC. Additionally, the Registered Representative's Agreement
between the Field Representative and GISC and the Agent's Agreement
between the Field Representative and GIAC are incorporated herein by
reference and attached hereto as Exhibits.
8. The Field Representative's life production credit factor for PAL
policies (first policy year policy premiums only as that term is
defined in the PAL policy) shall be 36. This factor shall be reduced
where policies are issued at ages over 70 with actual factors
derived by deducting from the figure 106 ages of applicable insureds
as of policy issue dates. In addition, Field Representatives
belonging to the 1985 Plan version shall receive 3.5% of unscheduled
pavments, as that term is defined in the PAL policy, in all policy
years while Field Representatives belonging to the 1956 and 1967
Plan versions shall receive 3% of unscheduled payments policy years
one through ten inclusive and 2% of unscheduled payments policy
years eleven and over.
9. Renewal compensation for preceding employment years on PAL policy
premiums shall be the same as set forth in the Field Representatives
Plan manuals for existing Plan versions (except that the rates
applicable under Part A shall be 50% of standard rates and, in the
case of PAL '95 product only, Part C shall be entirely replaced by
Part D as outlined in paragraph 10 below for those Field
Representatives belonging to the 1985 Field Representative Plan).
All Field Representative Plan compensation factors shall operate in
accordance with the effective date of the Guardian Life FR
Agreement.
10. Basic first policy year compensation on policy premiums at $13.75
per thousand of life production credits shall be charged back to
Field Representatives on PAL policies that are surrendered or lapsed
prior to the policies having been inforce for at least eighteen
months. For those Field Representatives belonging to the 1956 or
1967 Plan versions, chargebacks shall immediately reduce Field
Representative compensation on a lump sum basis when determined. For
those Field Representatives belonging to the 1985 Plan version,
chargebacks shall be determined at contract anniversary dates and
classified as Part D of the Field Representatives Plan renewal
compensation for preceding employment years to be deducted from Part
A and Part B renewal compensation for preceding employment years
over the course of the next following employment year. The
chargeback rates to be applied to the basic first policy year
compensation on policy premiums at $13.75 per thousand of life
production credits shall be as follows:
1956/1967 1985
Policy Months Of Plan Version Plan Version
PAL Surrenders Or Chargeback Chargeback
PAL Lapses Percentages Percentages
1-3 75% 82%
4-6 70% 77%
7-10 65% 71%
11-13 55% 60%
14 50% 55%
15 40% 44%
16 30% 33%
17 20% 22%
18 10% 11%
Notwithstanding this Section 10, a PAL '97 policy which is
surrendered or lapsed prior to the policy's having been in force for
at least eighteen months shall not be subject to the chargeback
provisions set forth herein.
11. No compensation shall be payable on policy premiums skipped under
the Premium Skip Option of the PAL policy.
12. This Agreement may be terminated as outlined in Paragraph 14 of the
Guardian Life FR Agreement. In addition, it shall be automatically
terminated if the Guardian Life FR Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT
SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR
PAL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
-------------------------------------- --------------------------------------
WITNESS AUTHORIZED COMPANY OFFICER THE
GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
-------------------------------------- --------------------------------------
WITNESS FIELD REPRESENTATIVE
The Guardian Insurance & Annuity Company, Inc.
Agreement of Agency
Agreement, made this day of
by and between ("Principal") and
("Agent").
1. The undersigned is presently an Agent in accordance with an
Agreement of Agency ("Guardian Life Agency Agreement") with the
Principal named above, endorsed by The Guardian Life Insurance
Company of America ("Guardian Life") and bearing an effective date
of_____________________________________.
2. The Principal hereby appoints the Agent with the endorsement of The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL"). There may be one or more
policies marketed under this name and, where necessary or
appropriate, this Agreement will distinguish between them by
appending the year of introduction. Currently, there are two
policies marketed under this name -- PAL '95 and PAL '97.
3. The Agent shall at all times be associated with Guardian Investor
Services Corporation ("GISC"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of GISC. The Agent must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL contracts occur. The Agent may solicit for and
sell PAL contracts in any jurisdiction where such contracts are
filed and approved for sale by the governmental authorities having
jurisdiction, provided the Agent is validly licensed, registered or
otherwise qualified as required for the solicitation and sale of the
PAL contracts in such jurisdictions.
4. To the extent applicable, the Agent shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the Agent solicits applications for and sells PAL
contracts; (b) federal laws and the rules and regulations of the
SEC; (c) the rules of the NASD; (d) the rules and procedures of
GISC, and (e) the rules and procedures of GIAC. The Agent
understands that failure to comply with such laws, rules,
regulations and procedures may result in disciplinary action against
the Agent by the SEC, a state or other local regulatory agency that
has jurisdiction, the NASD, GISC and GIAC. Before any solicitations
or sales of PAL are made, the Agent shall become familiar with and
abide by the laws, rules, regulations and procedures of all of the
above mentioned agencies or parties as are currently in effect and
as they may be changed from time to time.
5. The Agent shall have all applications for PAL accurately completed
or reviewed and signed by the applicant and shall submit the
applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Agent shall
cause all checks or orders for PAL to be made payable to GIAC. GIAC
shall reject any application that is submitted by or on behalf of an
Agent not appropriately licensed as required by paragraph 3 of this
Agreement.
6. The Agent shall not make any statements concerning PAL except those
that are contained in the current prospectus for PAL and the
prospectuses for its underlying variable investment options and
shall not solicit for applications or make sales through the use of
mailings, advertisements or sales literature or any other method of
contact unless the material or a complete description of the method
has been filed with the NASD and received written approval of GISC
from a Registered Principal whose office is located in a GISC Office
of Supervisory Jurisdiction as that term is defined by NASD rules.
7. In connection with the Agent's appointment for the purpose set forth
in paragraph 2 above, the entire Guardian Life Agency Agreement
referred to above and attached hereto as the Exhibit, including all
compensation adjustment and service fee provisions, is incorporated
herein by reference. All references to "Company" within the Guardian
Life Agency Agreement shall apply with full force and effect to
GIAC. Additionally, the Registered Representative's Agreement
between the Agent and GISC and the Agent's Agreement between the
Agent and GIAC are incorporated herein by reference and attached
hereto as Exhibits.
8. The Agent shall be paid commissions on PAL business at the rate of
50% of first policy year policy premiums, as that term is defined in
the PAL policy, and 5% of policy year two through ten policy
premiums, plus 3% of policy year one through ten unscheduled
payments, as that term is defined in the PAL policy. The first
policy year commission rate of 50% on policy premiums shall be
reduced where policies are issued at ages over age 70 with actual
rates payable determined by deducting from the figure 120 ages of
applicable insureds as of policy issue dates.
9. First policy year commissions on policy premiums shall be charged
back to the Agent on PAL policies that are surrendered or lapsed
prior to the policies having been in force for at least eighteen
months in accordance with the following:
Policy Months Of
PAL Surrenders Or Chargeback
PAL Lapses Percentages
1-3 75%
4-6 70%
7-10 65%
11-13 55%
14 50%
15 40%
16 30%
17 20%
18 10%
Notwithstanding this Section 9, a PAL '97 policy which is
surrendered or lapsed prior to the policy's having been in force for
at least eighteen months shall not be subject to the chargeback
provisions set forth herein.
10. PAL chargebacks not immediately repaid on demand by the Agent to the
Principal (or to the Company if the Company should be the Principal)
shall constitute an indebtedness under the terms of the Guardian
Life Agency Agreement.
11. No compensation shall be payable on policy premiums skipped under
the Premium Skip Option of the PAL policy.
12. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Agency Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
--------------------------- --------------------------------------
WITNESS PRINCIPAL
--------------------------- --------------------------------------
WITNESS AGENT
The Guardian Insurance a Annuity Company, Inc.
Brokerage Agreement
Agreement, made this___________ day of__________________________________________
by and between________________________________________ ("Principal") and
__________________________________ ("Broker").
1. The undersigned is presently a Broker in accordance with a Brokerage
Agreement ("Guardian Life Broker Agreement") with the Principal
named above, endorsed by The Guardian Life Insurance Company of
America ("Guardian Life") and bearing an effective date of
___________________________________.
2. The Principal hereby appoints the Broker with the endorsement of The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications to GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL"). There may be one or more
policies marketed under this name and, where necessary or
appropriate, this Agreement will distinguish between them by
appending the year of introduction. Currently, there are two
policies marketed under this name -- PAL '95 and PAL '97.
3. The Broker shall at all times be associated with Guardian Investor
Services corporation ("GISC"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of GISC. The Broker must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL contracts occur. The Broker may solicit for
and sell PAL contracts in any jurisdiction where such contracts are
filed and approved for sale by the governmental authorities having
jurisdiction, provided the Broker is validly licensed, registered or
otherwise qualified as required for the solicitation and sale of the
PAL contracts in such jurisdictions.
4. To the extent applicable, the Broker shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the Broker solicits applications for and sells PAL
contracts; (b) federal laws and the rules and regulations of the
SEC; (c) the rules of the NASD; (d) the rules and procedures of
GISC, and (e) the rules and procedures of GIAC. The Broker
understands that failure to comply with such laws, rules,
regulations and procedures may result in disciplinary action against
the Broker by the SEC, a state or other local regulatory agency that
has jurisdiction, the NASD, GISC and GIAC. Before any solicitations
or sales of PAL are made, the Broker shall become familiar with and
abide by the laws, rules, regulations and procedures of all of the
above mentioned agencies or parties as are currently in effect and
as they may be changed from time to time.
5. The Broker shall have all applications for PAL accurately completed
or reviewed and signed by the applicant and shall submit the
applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Broker shall
cause all checks or orders for PAL to be made payable to GIAC. GIAC
shall reject any application that is submitted by or on behalf of a
Broker not appropriately licensed as required by paragraph 3 of this
Agreement.
6. The Broker shall not make any statements concerning PAL except those
that are contained in the current prospectus for PAL and the
prospectuses for its underlying variable investment options and
shall not solicit for applications or make sales through the use of
mailings, advertisements or sales literature or any other method of
contact unless the material or a complete description of the method
has been filed with the NASD and received written Approval of GISC
from a Registered Principal whose office is located in a GISC Office
of Supervisory Jurisdiciton as that term is defined by NASD rules.
7. In connection with the Broker's appointment for the purpose set
forth in paragraph 2 above, the entire Guardian Life Broker
Agreement referred to above and attached hereto as the Exhibit,
including all compensation adjustment and service fee provisions, is
incorporated herein by reference. All references to "Company" within
the Guardian Life Broker Agreement shall apply with full force and
effect to GIAC. Additionally, the Registered Representative's
Agreement between the Broker and GISC and the Agent's Agreement
between the Broker and GIAC are incorporated herein by reference and
attached hereto as Exhibits.
8. The Broker shall be paid commissions on PAL business at the rate of
50% of first policy year policy premiums, as that term is defined in
the PAL policy, and St of policy year two through ten policy
premiums, plus 3% of policy year one through ten unscheduled
payments, as that term is defined in the PAL policy. The first
policy year commission rate of 50% on policy premiums shall be
reduced where policies are issued at ages over 70 with actual rates
payable determined by deducting from the figure 120 ages of
applicable insureds as of policy issue dates.
9. First policy year commissions on policy premiums shall be charged
back to the Broker on PAL policies that are surrendered or lapsed
prior to the policies having been inforce for at least eighteen
months in accordance with the following:
Policy Months Of
PAL Surrenders Or Chargeback
PAL Lapses Percentages
1-3 75%
4-6 70%
7-10 65%
11-13 55%
14 50%
15 40%
16 30%
17 20%
18 10%
Notwithstanding this Section 9, a PAL '97 policy which is
surrendered or lapsed prior to the policy's having been in force for
at least eighteen months shall not be subject to the chargeback
provisions set forth herein.
10. PAL chargebacks not immediately repaid on demand by the Broker to
the Principal (or to the Company if the Company should be the
Principal) shall constitute an indebtedness under the terms of the
Guardian Life Broker Agreement.
11. No compensation shall be payable on policy premiums skipped under
the Premium Skip Option of the PAL Policy.
12. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Broker Agreement, GISC Registereed
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE BROKER THAT THIS AGREEMENT
SHALL NOT BE EFFECTIVE UNLESS THE BROKER IS VALIDLY LICENSED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE
SOLICITATIONS FOR PAL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
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WITNESS PRINCIPAL
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WITNESS BROKER
