PAYING AGENT AGREEMENT
AGREEMENT made as of the 26th day of April, 2001, by and between,
Equitrust Marketing Services, LLC, a Delaware limited liability company
("Distributor"); and EquiTrust Life Insurance Company. ("Agent"), a licensed
insurance company.
WITNESSETH
WHEREAS, Career Agents of Agent, who are also registered
representatives of Distributor ("Representative"), receive commissions for the
sale of EquiTrust Life Insurance Company variable insurance products (the
"Contracts") to the public through Distributor; and
WHEREAS, Agent intends to perform certain administrative functions,
including the payment of commissions on behalf of Distributor.
NOW, THEREFORE, in consideration of their mutual promises, Distributor
and Agent hereby agree as follows:
1. PAYMENT OF COMPENSATION AND EXPENSES
a. COMPENSATION FOR SALES OF THE CONTRACTS. Agent shall pay
commissions on behalf of Distributor pursuant to Section 11 of
the Underwriting Agreement between Agent and Distributor and
will maintain the books and records reflecting such payments
in accordance with the requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), on behalf of
Distributor. Distributor shall not be liable for any losses
resulting from commissions paid on premiums which are not
received and retained by Agent.
b. NO RIGHTS TO COMPENSATION. Agent shall have no right to
compensation for the performance of any activities under this
Agreement. No Representative shall have any interest in this
Agreement or right to any compensation to be paid to or on
behalf of Distributor hereunder.
2. PERFORMANCE OF SERVICES
a. PURELY MINISTERIAL SERVICE. Agent represents that the making
of payments by Agent to the Representatives on behalf of
Distributor shall be performed as a purely ministerial
service. Agent represents that any additional activities it
performs on behalf of Distributor under this Agreement shall
be limited to the ministerial acts of calculating commissions,
making and keeping records, and reporting functions.
b. BOOKS AND RECORDS. Payments by Agent to the Representatives
shall be properly reflected on the books and records of
Distributor. Distributor shall retain responsibility for the
same recordkeeping requirements which would be applicable to
it if the payments were made directly by Distributor.
c. ACCESS TO RECORDS. Agent represents that any books or records
it maintains on behalf of Distributor pursuant to this
Agreement belong solely to Distributor and, at the request of
Distributor, shall be made available to Distributor for its
use or for inspection by any state, federal, or other
regulator.
d. SUPERVISION AND COMPLIANCE. As the principal underwriter for
the Contracts, Distributor shall retain full responsibility
for and shall continue to perform the supervision, compliance,
and similar functions it currently undertakes.
e. SECURITIES ACTIVITIES. Distributor has and assumes full
responsibility for the securities activities of all persons
engaged directly and indirectly in its securities operations,
each such person being an "associated person" with
Distributor, as defined in Section 3(a)(18) of the 1934 Act
and, therefore, a person for whom the Distributor has full
responsibility as contemplated by Section 15(b)(4)(E) of the
1934 Act.
f. ADDITIONAL REQUIREMENTS. In all dealings with or on behalf of
the Distributor, with respect to the subject matter of this
Agreement, Agent agrees to comply with all applicable
provisions of Securities Release No. 8389 under the 1934 Act
and the terms and conditions of the SENTRY INSURANCE A MUTUAL
COMPANY No Action Letter dated September 6, 1987, as though it
is a person associated with Distributor and for purposes of
the Agreement hereby agrees to be so associated with
Distributor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized officers designated below as of the date specified
above.
DISTRIBUTOR
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Vice President - Investment Administration
AGENT
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
Chief Executive Officer and Director
