SELLING AGREEMENT
Agreement, made this____________________________ day of _______________ 199_,
by and between Lincoln Benefit Life Company ("LBL"), a Nebraska Corporation;
Lincoln Benefit Financial Services ("LBFS"), a Delaware Corporation, and
_________________________________________________("BD"),
a ________________________________________ Corporation. This Agreement will be
construed in accordance with the laws of the State of Nebraska.
LINCOLN BENEFIT LIFE COMPANY
BY:
LINCOLN BENEFIT FINANCIAL SERVICES, INC.
BY:
Effective Date
BROKER DEALER:
(Street Address)
(City, State, Zip)
BY:
Title:
Whereas, LBL issues certain variable insurance contracts/policies
("Contracts") described in this Agreement, which are deemed securities under
the Securities Act of 1933 ("1933 Act"); and
Whereas, LBFS is duly licensed as a Broker/Dealer with the National
Association of Securities Dealers, Inc. ("NASD") and the Securities and
Exchange Commission ("SEC"); and
Whereas, BD is duly licensed as a Broker/Dealer with the NASD and the SEC, and
Whereas, LBL has appointed LBFS as the Underwriter of the Contracts, and
Whereas, LBL and LBFS propose to have BD's representatives
("Representatives") who are also duly licensed insurance agents solicit sales
of the Contracts, and
Whereas, LBFS delegates to BD, to the extent legally permitted, training and
certain administrative responsibilities and duties in connection with sales
of the Contracts.
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
1. APPOINTMENT
LBL and LBFS hereby appoint BD to supervise solicitations of the Contracts,
and to facilitate solicitations of sales of the Contracts which are described
in the Schedule(s) of Commissions attached hereto.
2. REPRESENTATIONS
a. LBL, LBFS and BD each represents to the other that it and the above
signed officers have full power and authority to enter into this Agreement.
b. LBFS represents to BD that it is registered as a Broker/Dealer under the
Securities Exchange Act of 1934 ("1934 Act") and under the Blue Sky Laws of
each jurisdiction in which such registration is required for the sale of the
Contracts and that LBFS is a member of the NASD.
c. BD represents to LBFS that it is registered as a Broker/Dealer under the
1934 Act and under the Blue Sky Laws of each jurisdiction in which such
registration is required for the sale of the Contracts, and that the BD is a
member of the NASD.
d. LBL represents to BD that the Contracts, including related separate
accounts, shall comply with the registration and all other applicable
requirements of the 1933 Act and the Investment Company Act of 1940, and the
rules and regulations thereunder, including the terms of any order of the SEC
with respect thereto.
e. LBL represents to BD that the Contracts it issues have been duly filed
and approved by the state insurance departments in such jurisdictions where
it is authorized to transact business.
f. LBL represents to BD that the Contract prospectuses included in LBL's
Registration Statement and in post-effective amendments thereto, and any
supplements thereto, as filed or to be filed with the SEC, as of their
respective effective dates, contain or will contain, all statements and
information which are required to be stated therein by the 1933 Act and in
all respects conform or will conform, to the requirements thereof.
3. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES AND STATE INSURANCE LAWS
BD agrees to abide by all rules and regulations of the NASD, including its
Rules of Fair Practice, and to comply with all applicable state and federal
laws and the rules and regulations of authorized regulatory agencies
affecting the sale of the Contracts.
4. LICENSING AND/OR APPOINTMENT
OF REPRESENTATIVES
BD shall assist LBL and LBFS in the licensing and/or appointment of
Representatives under applicable insurance laws to sell the Contracts. BD
understands that LBL reserves the right to refuse to appoint any
Representative or, once appointed, to thereafter terminate the same. BD
shall notify LBFS if any Representative ceases to be a registered
representative of BD.
5. SUPERVISION OF REPRESENTATIVES
BD shall have full responsibility for training and supervision of all
Representatives associated with BD who are engaged directly or indirectly in the
offer or sale of the Contracts and all such persons shall be subject to the
control of BD with respect to such persons' activities in connection with the
sale of the Contracts. BD shall comply with the administrative procedures of
LBL and LBFS involving federal securities law and state insurance law.
Before Representatives engage in the solicitation of applications for the
Contracts, BD will cause (1) the Representatives to be registered
representatives of BD; (2) the Representatives to qualify under applicable
federal and state laws to engage in the sale of the Contracts; (3) the
Representatives to be trained in the sale of the Contracts; and (4) such
Representatives to limit solicitation of applications for the Contracts to
jurisdictions where LBL has authorized such solicitation.
BD is specifically charged with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising and
including the delivery of supplemental sales literature or other such
materials, shall occur, be delivered to, or used with a prospective purchaser
unless accompanied or preceded by appropriate then current prospectus(es).
In the event a Representative fails to meet the BD's rules and standards, BD
shall notify LBL and shall act to terminate the sales activities of such
Representative relating to the Contracts.
Upon request by LBL, BD shall furnish appropriate records or other
documentation to evidence BD's diligent supervision.
6. SALES PROMOTION MATERIAL AND ADVERTISING
No sales promotion materials or advertising relating to the Contracts shall
be used by BD unless the specific item has been approved in writing by LBL.
7. SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
LBL. BD will review all sales for suitability and all applications for
completeness and correctness as to form. BD will promptly, but in no case
later than the end of the next business day following receipt by BD, forward
to LBL all complete and correct applications for suitable transactions,
together with any payments received with the applications, without deduction
for compensation. LBL reserves the right to reject any Contract application
and return any payment made in connection with an application which is
rejected. Contracts issued on accepted applications will be forwarded to BD
or its Representatives for delivery to the Contract Owner.
8. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of LBL and shall be transmitted to LBL by BD immediately in
accordance with the administrative procedures of LBL, without any deduction
or offset for any reason, including by example but not limitation, any
deduction or offset for compensation claimed by BD. CUSTOMER CHECKS SHALL BE
MADE PAYABLE TO THE ORDER OF "LINCOLN BENEFIT LIFE COMPANY."
9. COMMISSIONS PAYABLE
Commissions payable in connection with the contracts shall be paid to BD
according to the Commission Schedule(s) relating to this Agreement as they
may be amended from time to time and in effect at the time the Contract
Payments are received by LBL. LBL reserves the right to revise the
Commission Schedules at any time upon at least thirty (30) days prior written
notice to BD. Compensation to the BD's Representatives for Contracts
solicited by the Representatives and issued by LBL will be governed by
agreement between BD and its Representatives and its payment will be the BD's
responsibility.
10. CANCELLATION OF POLICY
If LBL is required to refund premiums or return contract values and waive
surrender charges on any Contract for any reason, then no commission will be
payable with respect to said premiums and any commission previously paid for
said premiums must be refunded to LBFS. LBFS agrees to notify BD within
thirty (30) days after it receives notice from LBL of any premium refund or a
commission chargeback.
11. ADDITIONAL PARTY TO THIS AGREEMENT
In the event that BD is not licensed as an insurance agency in any state
where it wishes to solicit contracts, but utilizes an affiliated entity to
satisfy state insurance laws, such affiliated entity shall sign this
Agreement and BD shall countersign this Agreement, and BD and its affiliated
entity shall be duly bound thereby.
12. HOLD HARMLESS AND INDEMNIFICATION
PROVISIONS
No party to this Agreement will be liable for any obligation, act or omission
of the other. Each party to this Agreement will hold harmless and indemnify
LBL, LBFS, and BD, as appropriate, for any loss or expense suffered as a
result of the violation or noncompliance by that party or the Associated
Persons of that party by any applicable law or regulation. The term
"Associated Person" as used herein shall be defined consistently with the
definition of such term as contained in Article I of the NASD By-Laws.
13. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent.
14. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set
forth in this Agreement will not constitute a waiver of the right to
terminate this Agreement at a later time for any of these causes.
15. AMENDMENTS
Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
16. INDEPENDENT CONTRACTORS
BD and its Representatives are independent contractors with respect to LBL
and LBFS.
17. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
BD agrees to notify LBFS in a timely fashion of any disciplinary proceedings
against any of BD's Representatives soliciting sales of the Contracts or any
threatened or filed arbitration action or civil litigation arising out of
BD's solicitation of the Contracts.
18. BOOK AND RECORDS
LBL, LBFS and BD agree to maintain the books, accounts and records so as to
clearly and accurately disclose the nature and details of transactions and to
assist each other in the timely preparation of records. LBFS and BD shall
each submit such records to the regulatory and administrative bodies which
have jurisdiction over LBL or the underlying mutual fund shares.
Each party to this Agreement shall promptly furnish to the other party any
reports and information which the other party may request for the purpose of
meeting its reporting and recordkeeping requirements under the insurance laws
of any state, and under the federal and state securities laws or the rules of
the NASD.
19. LIMITATIONS
No party other than LBL shall have the authority on behalf of LBL to make,
alter, or discharge any Contract issued by LBL, to waive any forfeiture or to
grant, permit, or to extend the time of making any Payments, or to alter the
forms which LBL may prescribe or substitute other forms in place of
prescribed by LBL; or to enter into any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of LBL.
20. TERMINATION
This Agreement may be terminated at the option of any party upon ten (10)
days written notice to the other parties, or at the option of any party
hereto upon the breach by any party of the covenants and terms of this
Agreement.
21. NOTICE
All notices to LBL and LBFS relating to this Agreement should be sent to
Lincoln Benefit Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. All notices to BD
will be duly given if mailed to the address shown above.
22. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall remain
in full force and effect.
