THE GUARDIAN INSURANCE & 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 for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. 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 Park Avenue
Securities LLC ("PAS"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of PAS. The 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 and VUL contracts occur. The Broker may
solicit for and sell PAL and VUL 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 and VUL 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
and VUL
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contracts; (b) federal laws and the rules, regulations of the SEC;
(c) the rules of the NASD; (d) the rules and procedures of PAS, and
(e) the rules and procedures of GIAC. The 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, PAS and GIAC. Before any solicitations or sales of PAL and VUL
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 and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through PAS together with all payments
received from applicants without any reductions. The Broker shall
cause all checks or orders for PAL and VUL 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 and VUL
except those that are contained in the current prospectuses for PAL
and VUL and the prospectuses for their underlying variable
investment options and shall not solicit for applications or make
sales through the use of mailings, advertisements or sales
literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written Approval of PAS from a Registered Principal whose
office is located in a PAS Office of Supervisory Jurisdiction as
that term is defined by NASD rules.
7. In connection with the 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 PAS and the
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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 as outlined in Appendix
A of this Agreement.
9. The Broker shall be paid commissions on VUL as outlined in Appendix
B of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Broker Agreement, PAS Registered
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 AND VUL 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
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APPENDIX A
A. Commission Schedule (Percentages of Premium)
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Policy Years Policy Premiums Unscheduled Payments
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1 50% 3%
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2 through 10 5% 3%
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The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL '95 Policies
First policy year commissions on policy premiums shall be charged back to the
Broker on PAL '95 policies that are surrendered or lapsed prior to the policies
having been in force for at least eighteen months in accordance with the
following:
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Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
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1-3 75%
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4-6 70%
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7-10 65%
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11-13 55%
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14 50%
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15 40%
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16 30%
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17 20%
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18 10%
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APPENDIX A (CONTINUED)
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.
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APPENDIX B
A. Commission Schedule (Percentages of Premium)
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Policy Years Target Premiums Excess Premiums
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1 45% 3%
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2 through 10 3% 3%
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APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine
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APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
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