EXHIBIT 3(C)(III)
SELLING GROUP AGREEMENT BY AND AMONG AMERICAN GENERAL
SECURITIES INCORPORATED, THE UNITED STATES LIFE
INSURANCE COMPANY IN THE CITY OF NEW YORK,
___________________________________, AND
___________________________________________
This Selling Group Agreement ("Agreement") is made by and among AMERICAN GENERAL
SECURITIES INCORPORATED ("AGSI") a Texas Corporation, THE UNITED STATES LIFE
INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL"), a New York domiciled life
insurance company, ____________________________ ("Selling Group Member"), a
___________ corporation and __________________________ ("Associated Agency"), a
__________________ corporation.
RECITALS
WHEREAS, USL is a wholly owned indirect subsidiary of AMERICAN GENERAL
CORPORATION ("AGC"), a Texas corporation;
WHEREAS, AGSI is a wholly owned indirect subsidiary of AGC;
WHEREAS, USL and AGSI are affiliates under the ultimate common control of AGC
pursuant to the insurance laws of the State of New York;
WHEREAS, USL and AGSI are parties to a Distribution Agreement whereby USL has
granted AGSI a non-exclusive right to promote the sale of USL products set forth
in Schedule A;
WHEREAS, the Distribution Agreement described herein has been non-disapproved by
the New York Insurance Department;
WHEREAS, Selling Group Member and the Associated Agency are not affiliates of
USL or AGSI;
WHEREAS, AGSI, USL, Selling Group Member and the Associated Agency wish to enter
into this Agreement for the purpose of providing for the distribution of certain
variable life insurance policies and/or annuity contracts;
NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. PRODUCT DISTRIBUTION. Subject to the terms, conditions and limitations of
this Agreement, the products sold under this Agreement shall be distributed
in accordance with this section.
(a) Designation of the Parties.
AGSI is a registered broker-dealer and distributor of the variable life
insurance policies and/or annuity contracts or certificates set forth in
Schedule A.
USL is a New York licensed life insurance company issuing the variable
products set forth on Schedule A and any successor or additional products
registered with the Securities and Exchange Commission (the "SEC") and
approved by the New York Insurance Department (as discussed in Paragraph
(c) of this section entitled "NEW PRODUCTS") and shall be collectively
referred to herein as the "Contracts."
Selling Group Member is registered with the SEC as a broker-dealer under
the Securities Exchange Act of 1934 ("1934 Act") and under any appropriate
regulatory requirements of state law and is a member in good standing of
the National Association of Securities Dealers, Inc. ("NASD"), unless
Selling Group Member is exempt from the broker-dealer registration
requirements of the 1934 Act.
Selling Group Member has NASD registered representatives who will
distribute the Contracts.
The Associated Agency is a New York licensed insurance agency and will be
appointed by USL as an agent of USL with the New York Insurance Department.
The relationship between the Associated Agency and USL is that of an
independent contractor.
The NASD registered representatives affiliated with Selling Group Member
are also New York licensed insurance agents of the Associated Agency and
will be appointed by USL as agents of USL with the New York Insurance
Department ("Sales Persons"). The relationship between the Sales Persons
and Selling Group Member and the Sales Persons and USL is that of
independent contractor.
AGSI hereby appoints Selling Group Member and the Sales Persons to solicit
and procure applications for the Contracts.
The appointment by AGSI of Selling Group Member and the Sales Persons and
the appointment by USL of the Associated Agency and the Sales Persons for
the sale of these Contracts is not to be deemed exclusive in any manner and
only extends to New York sales of the Contracts.
(b) Responsibilities Of The Parties/Compliance.
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(i) SELLING GROUP MEMBER/SALES PERSONS.
Selling Group Member shall be responsible for the sales activities of
the Sales Persons and shall exercise supervisory oversight over the
Associated Agency and the Sales Persons with respect to the offer and
sale of the Contracts.
Selling Group Member shall be solely responsible for the approval of
suitability determinations for the purchase of any Contract or the
selection of any investment option thereunder, in compliance with
federal and state securities laws and shall supervise the Associated
Agency and the Sales Persons in determining client suitability.
Selling Group Member shall hold USL and AGSI harmless from any
financial claim resulting from improper suitability decisions or
failure to supervise the Associated Agency and the Sales Persons in
accordance with federal securities laws and NASD regulation.
Selling Group Member will fully comply with the requirements of the
NASD and of the 1934 Act and such other applicable federal and state
laws and will establish rules, procedures and supervisory and
inspection techniques necessary to diligently supervise the activities
of the Sales Persons in connection with offers and sales of the
Contracts. Such supervision shall include, but not be limited to
providing, or arranging for, initial and periodic training in
knowledge of the Contracts. Upon request by AGSI or USL, Selling
Group Member will furnish appropriate records as are necessary to
establish diligent supervision and client suitability.
Selling Group Member shall incur all costs associated with registering
and complying with the various rules of the SEC and the NASD relating
to broker-dealers.
Selling Group Member shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to USL, AGSI, Selling Group Member
and the Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Selling Group
Member shall immediately notify AGSI if its broker-dealer registration
or the registration of any of its Sales Persons is revoked, suspended
or terminated.
The Sales Persons shall be the only parties involved in the
solicitation, negotiation or procurement of the Contracts. All
correspondence relating to
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the sale of the Contracts will be between USL, the Associated Agency,
the Sales Persons and the prospective purchaser.
The Sales Persons are authorized to collect the first purchase payment
or premium (collectively "Premiums") on the Contracts. The Sales
Persons will in turn remit the entire Premiums to USL.
The Sales Persons shall take applications for the Contracts only on
preprinted applications supplied to them and/or the Associated Agency
by USL. All completed applications and supporting documents are the
sole property of USL and shall be retained by or on behalf of USL in
accordance with New York Insurance Regulation 152.
(ii) THE ASSOCIATED AGENCY/SALES PERSONS.
The Associated Agency is authorized to recommend Sales Persons for
appointment by USL to solicit sales of the Contracts. The Associated
Agency warrants that all such Sales Persons shall not commence
solicitation nor aid, directly or indirectly, in the solicitation of
any application for any Contract until that Sales Person is
appropriately licensed and appointed by USL to sell the Contracts.
Associated Agency shall be responsible for all fees required to obtain
and/or maintain any licenses or registrations required by New York
Insurance Law. Associated Agency will fully comply with the
requirements of New York Insurance Law and Regulations.
Associated Agency shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to USL, AGSI, Selling Group Member and
Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Associated Agency
shall immediately notify AGSI if its insurance license or the license
of any of its Sales Persons is revoked, suspended, or terminated.
The Sales Persons shall complete a "Definition of Replacement Form"
with each application for the Contracts. The "Definition of
Replacement Form" shall be signed by the Sales Persons and each
applicant and the Sales Persons shall leave a copy of the form with
the applicant for his or her records. The Sales Persons shall attach
the completed and signed "Definition of Replacement Form" to each
application for the Contracts. Where the purchase of one of the
Contracts will result in, or is likely to result in, a replacement,
the Sales Persons shall comply in all respects with New York Insurance
Regulation 60.
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(iii) USL.
USL will determine in its sole discretion whether to accept and issue
Contracts submitted to USL by the Sales Persons.
USL will return any incomplete applications to the Sales Persons.
USL will provide the Sales Persons with all policy forms, the
"Definition of Replacement Form" and any other regulatory forms
required to be completed in connection with the Contracts.
USL will inform the Associated Agency, the Sales Persons and Selling
Group Member regarding any limitations on the availability of the
Contracts in New York.
USL represents that the prospectus(es) and registration statement(s)
relating to the Contracts contain no untrue statements of material
fact or omission of a material fact, the omission of which makes any
statement contained in the prospectus and registration statement
materially false or misleading. USL agrees to indemnify Associated
Agency and Selling Group Member from and against any claims,
liabilities and expenses which may be incurred by any of those parties
under the Securities Act of 1933, the 1934 Act, the Investment Act of
1940, common law, or otherwise, that arise out of a breach of this
paragraph.
(iv) AGSI.
AGSI is authorized by USL to offer the Contracts to Selling Group
Member for sale by the Sales Persons through the Distribution
Agreement described herein.
(c) New Products.
USL and AGSI may propose and USL may issue additional or successor products,
in which event Selling Group Member, the Associated Agency and the Sales
Persons will be informed of the product and its related Commission schedule.
If Selling Group Member and the Associated Agency do not agree to distribute
such product(s), they must notify AGSI in writing within 10 days of receipt
of the Commission Schedule for such product(s). If Selling Group Member and
the Associated Agency do not indicate disapproval of the new product(s) or
the terms contained in the related Commission Schedule, Selling Group Member
and the Associated Agency will be deemed to have thereby agreed to
distribute such product(s) and agreed to the related Commission Schedule
which shall be attached to and made a part of this Agreement.
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(d) Sales Material/Books and Records.
The Associated Agency, Selling Group Member and Sales Persons shall not
utilize, in their efforts to market the Contracts, any written brochure,
prospectus, descriptive literature, printed and published material, audio-
visual material or standard letters unless such material has been provided
preprinted by USL or unless USL has provided prior written approval for the
use of such literature. In accordance with New York Insurance Law Regulation
152, the Associated Agency and/or Selling Group Member shall maintain
complete records indicating the manner and extent of distribution of any
such solicitation material, shall make such records and files available to
USL and/or AGSI and shall forward such records to USL and AGSI.
Additionally, Selling Group Member and/or the Associated Agency shall make
such material available to personnel of state insurance departments, the
NASD or other regulatory agencies, including the SEC, which may have
regulatory authority over USL or AGSI. The Associated Agency and Selling
Group Member jointly and severally hold USL, AGSI and their affiliates
harmless from any liability arising from the use of any material which
either (i) has not been specifically approved in writing by USL, or (ii)
although previously approved, has been disapproved by USL in writing for
further use.
Selling Group Member will reflect all sales of the Contracts by the
Associated Agency and the Sales Persons on the books and records of Selling
Group Member. Selling Group Member hereby designates the principal place of
business of the Associated Agency as an Office of Supervisory Jurisdiction
of Selling Group Member.
(e) Prospectuses.
Selling Group Member warrants that solicitation for the sale of the
Contracts will be made by use of a currently effective prospectus, that a
prospectus will be delivered con-currently with each sales presentation and
that no statements shall be made to a client superseding or controverting
any statement made in the prospectus. USL and AGSI shall furnish Selling
Group Member and the Associated Agency, at no cost to Selling Group Member
or the Associated Agency, reasonable quantities of prospectuses to aid in
the solicitation of Contracts.
2. COMPENSATION.
USL will remit to the Associated Agency all compensation set forth in
Schedule B annexed hereto. USL will not accept or otherwise honor any
assignment of compensation by the Associated Agency in connection with the
sale of the Contracts, unless such assignment complies with all applicable
New York law.
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3. CUSTOMER SERVICE AND COMPLAINTS.
The parties agree that USL may contact by mail or otherwise, any client,
agent, account executive, or employee of the Associated Agency or other
individual acting in a similar capacity if deemed appropriate by USL, in the
course of normal customer service for existing Contracts, in the
investigation of complaints, or as required by law. The parties agree to
cooperate fully in the investigation of any complaint. USL will handle and
process all complaints associated with the sale of the Contracts under this
Agreement.
4. INDEMNIFICATION.
Selling Group Member, Associated Agency, and Sales Persons agree to hold
harmless and indemnify AGSI and USL against any and all claims, liabilities
and expenses incurred by either AGSI or USL, and arising out of or based
upon any alleged or untrue statement of Selling Group Member, Associated
Agency or Sales Person other than statements contained in the approved sales
material for any Contract, or in the registration statement or prospectus
for any Contract.
USL hereby agrees to indemnify and hold harmless Selling Group Member and
each of its employees, controlling persons, officers or directors against
any losses, expenses (including reasonable attorneys' fees and court costs),
damages or liabilities to which Selling Group Member and the Associated
Agency or such affiliates, controlling persons, officers or directors become
subject, under the Securities Act of 1933, New York Insurance Laws or
otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon USL's
performance, non-performance or breach of this Agreement, or are based upon
any untrue statement contained in, or material omission from, the prospectus
for any of the Contracts.
5. FIDELITY BOND.
The Associated Agency represents that all directors, officers, employees and
Sales Persons of the Associated Agency licensed pursuant to this Agreement
or who have access to funds of USL are and will continue to be covered by a
blanket fidelity bond including coverage for larceny, embezzlement and other
defalcation, issued by a reputable bonding company. This bond shall be
maintained at the Associated Agency's expense.
Such bond shall be at least equivalent to the minimal coverage required
under the NASD Rules of Fair Practice, and endorsed to extend coverage to
life insurance and
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annuity transactions. The Associated Agency acknowledges that USL may
require evidence that such coverage is in force and the Associated Agency
shall promptly give notice to USL of any notice of cancellation or change of
coverage.
The Associated Agency assigns any proceeds received from the fidelity bond
company to USL to the extent of USL's loss due to activities covered by the
bond. If there is any deficiency, the Associated Agency will promptly pay
USL that amount on demand. The Associated Agency indemnifies and holds
harmless USL from any deficiency and from the cost of collection.
6. LIMITATIONS ON AUTHORITY.
The Contract forms are the sole property of USL. No person other than USL
has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by USL. No party has the
right to waive any provision with respect to any Contract or policy; give or
offer to give, on behalf of USL, any tax or legal advice related to the
purchase of a Contract or policy; or make any settlement of any claim or
bind USL or any of its affiliates in any way. No person has the authority to
enter into any proceeding in a court of law or before a regulatory agency in
the name of or on behalf of USL.
7. ARBITRATION.
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by
agreement shall be taken to arbitration as set forth herein. Such
arbitration will be conducted according to the securities arbitration rules
then in effect, of the American Arbitration Association, NASD, or any
registered national securities exchange. Arbitration may be initiated by
serving or mailing a written notice. The notice must specify which rules
will apply to the arbitration. This specification will be binding on all
parties.
The arbitrators shall render a written opinion, specifying the factual and
legal bases for the award, with a view to effecting the intent of this
Agreement. The written opinion shall be signed by a majority of the
arbitrators. In rendering the written opinion, the arbitrators shall
determine the rights and obligations of the parties according the
substantive and procedural laws of the State of New York. Accordingly, the
written opinion of the arbitrators will be determined by the rule of law and
not by equity. The decision of the majority of the arbitrators shall be
final and binding on the parties and shall be enforced by the courts in New
York.
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8. GENERAL PROVISIONS.
(a) Waiver.
Failure of any of the parties to promptly insist upon strict compliance
with any of the obligations of any other party under this Agreement will
not be deemed to constitute a waiver of the right to enforce strict
compliance.
(b) Independent Assignment.
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without prior written consent of
USL. Furthermore, except as provided below, this Agreement and any
rights pursuant hereto shall be assignable only upon the written consent
of all of the parties hereto. Except as and to the extent specifically
provided in this Agreement, nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties
hereto, or their respective legal successors, any rights, remedies,
obligations, or liabilities, or to relieve any person other than the
parties hereto or their respective legal successors, from any
obligations or liabilities that would otherwise be applicable.
(c) Notice.
All notices, statements or requests provided for hereunder shall be
deemed to have been duly given when delivered by hand to an officer of
the other party, or when deposited with the U.S. Postal Service, via
first-class certified or registered mail, with postage pre- paid, or
when delivered by overnight courier service, telex or telecopier,
addressed as follows:
If to USL:
The United States Life Insurance Company in
the City of New York
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000-0000
Attention: General Counsel
If to Selling Group Member:
_____________________
_____________________
_____________________
Attention: _____________________
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If to AGSI:
American General Securities Incorporated
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: F. Xxxx Xxxxxx, Xx.
If to the Associated Agency:
_____________________
_____________________
_____________________
Attention: _____________________
or to such other persons or places as each party may from time to time
designate by written notice.
(d) Severability.
To the extent this Agreement may be in conflict with any applicable law
or regulation, this Agreement shall be construed in a manner consistent
with such law or regulation. The invalidity or illegality of any
provision of this Agreement shall not be deemed to affect the validity
or legality of any other provision of this Agreement.
(e) Amendment.
This Agreement may be amended only in writing and signed by all parties.
No amendment will impair the right to receive commissions accrued with
respect to Contracts issued and applications procured prior to the
amendment.
(f) Entire Agreement.
This Agreement together with such amendments as may from time to time be
executed in writing by the parties, constitutes the entire agreement and
understanding between the parties in respect to the transactions
contemplated hereby and supersedes all prior agreements, arrangements
and understandings related to the subject matter hereof.
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(g) Termination.
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated, for cause, defined as a material
breach of this Agreement, by any party immediately. Termination of this
Agreement shall not impair the right to receive commissions accrued to
applications procured prior to the termination except for a termination
due to cause, or as otherwise specifically provided in Schedule B.
(h) Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable to
contracts made and to be performed in that state, without regard to
principles of conflict of laws.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date: ______________________________________
SELLING GROUP MEMBER
Address: _______________________________________________
_______________________________________________
Signature: _______________________________________________
Name & Title: _______________________________________________
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
000 XXXXXX XXXX
XXX XXXX, XX 00000
Signature: _______________________________________________
Name & Title: _______________________________________________
THE ASSOCIATED AGENCY
Address: _______________________________________________
_______________________________________________
Signature: _______________________________________________
Name & Title: _______________________________________________
AMERICAN GENERAL SECURITIES INCORPORATED
0000 XXXXX XXXXXXX
XXXXXXX, XX 00000
Signature: _______________________________________________
Name & Title: _______________________________________________
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SCHEDULE A-1 - GENERATIONS VARIABLE ANNUITY
CONTROL DATE - MAY 1, 2000
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
CONTRACTS COVERED BY THIS AGREEMENT
REGISTRATION FORMS SEPARATE
Contract Name AND NUMBERS ACCOUNT
------------- -----------------------------
GENERATIONS Variable Annuity Form N-4 USL VA-R
Nos. 811-09007
333-63673
SCHEDULE B-1 - GENERATIONS VARIABLE ANNUITY
CONTROL DATE - MAY 1, 2000
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK AND THE ASSOCIATED AGENCY
This Schedule B is attached to and made a part of the Selling Group Agreement
("Agreement") to which it is attached. It is subject to the terms and
conditions of the Agreement. In no event shall USL be liable for the payment of
any commission with respect to any solicitation made, in whole or in part, by
any person not appropriately licensed and appointed prior to the commencement of
such solicitation.
1. COMPENSATION TO ASSOCIATED AGENCY.
A commission will be paid to the Associated Agency as to the sale of the
Generations Variable Annuity as set forth in Schedule A according to one of
the following schedules. (See Broker/Data Sheet attached hereto and
incorporated by reference herein for compensation schedule currently in
effect.) (1) 6% of the aggregate Purchase Payments received and accepted by
USL with a properly completed application or as subsequent Purchase
Payments under the Certificates after the Certificate is in force; (2)
4.75% of such aggregate Purchase Payments, plus 0.25% trail commission
commencing at the end of the 12th month after receipt of the initial
Purchase Payment and continuing through the end of the seventh year
following receipt of the Purchase Payment, followed by a 0.50% trail
commission at the end of the third month of the eighth year following
receipt of the initial Purchase Payment; (3) 5.0% of such aggregate
Purchase Payments, plus a 0.25% trail commission commencing at the end of
the 12th month after receipt of the initial Purchase Payment and continuing
through the end of the seventh year following receipt of the Purchase
Payments, followed by a 0.50% trail commission commencing at the end of the
third month of the eighth year following receipt of the initial Purchase
Payment; (4) 5.5% of such aggregate Purchase Payments, plus at 0.50% trail
commission commencing at the end of the third month of the eighth year
after receipt of the initial Purchase Payment; or (5) 2.25% of such
aggregate Purchase Payments, plus a 0.75% trail commission commencing at
the end of the 12th month after receipt of the initial Purchase Payment.
"Trail commission" refers to an amount equal to an annual percentage of the
Certificate Account Value. Trail commissions will be initially calculated
as of the date specified in the above paragraph. Once trail commissions
have commenced, trail commissions shall be computed on each quarterly
Certificate anniversary by multiplying 0.0625% (in the case of a 0.25%
trail commission), 0.125% (in the case of a 0.50% trail commission)
or 0.1875% (in the case of a 0.75% trail commission)
by the Certificate Account Value computed on each quarterly Certificate
anniversary. Trail commissions shall be paid at the calendar quarter end
which follows the computation of the trail commission. Trail commissions
shall continue until annuitization, surrender, or death which requires
distribution of the Certificate Account Value.
2. COMMISSION REDUCTIONS:
(a) FREE LOOK. If a Certificate is returned to USL pursuant to the "Free
Look" provision of the Certificate, the full commission paid by USL
will be returned to USL or, in the absence of such return, charged
back to the Associated Agency.
(b) REDUCTIONS FOR PURCHASE PAYMENTS AT AGE 81 AND LATER. A 50%
commission reduction shall apply with respect to Purchase Payments
made on or after the Annuitant's eighty-first birthday (regardless of
whether the Certificate has a Contingent Annuitant). Such commission
reduction is not applicable to trail commissions.
(c) CHARGEBACKS.
(i) CHARGEBACKS FOR WITHDRAWALS. The following commission
chargebacks shall apply on full or partial withdrawals
(excluding withdrawals made pursuant to the Systematic
Withdrawal Program that are within the 15% Free Withdrawal
Privilege, as defined in the Certificate):
(A) 100% for full or partial withdrawal of a Purchase Payment
made during the first six months following its receipt; and
(B) 50% for full or partial withdrawal of a Purchase Payment
made during the next six months following its receipt.
(ii) CHARGEBACKS IN OTHER SITUATIONS. A 100% chargeback shall apply
if USL, in its sole discretion, determines not to issue or to
rescind the Certificate.
In no event shall any commission adjustment or chargeback be assessed for
termination of a Certificate because of the death of the Annuitant or Owner
during the periods specified above.
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(d) NO COMPENSATION PAYABLE. No compensation shall be payable:
(i) if USL, in its sole discretion, determines not to issue the
Certificate applied for or rescinds the Certificate;
(ii) if USL refunds all or any portion of the Purchase Payments as a
result of a complaint or grievance;
(iii) if USL determines that a Purchase Payment made within 60 days
following a prior partial withdrawal, including systematic
withdrawals, is reasonably believed to be a reinvestment of part or
all of the prior partial withdrawal;
(iv) if the Owner, at the time the Certificate is purchased, is a bona-
fide employee of USL; provided, however, that the Owner shall have
completed, at the time the Certificate is purchased, appropriate
documents supplied by USL which provide for a waiver of all surrender
charges; or
(v) if USL or Distributor determines that any sales person signing an
application or any person or entity receiving compensation for
soliciting purchases of the Certificates is not duly licensed to sell
the Certificates in the state or jurisdiction of such attempted sale
and registered or otherwise qualified under the 1934 Act and rules
thereunder any applicable state laws and rules governing broker-
dealer and their related persons.
3. GENERAL COMPENSATION PROVISIONS.
The Associated Agency agrees to promptly deliver Certificates and holds USL
harmless from and against any claim arising from market loss to the Owner
of the Certificate resulting from late delivery by the Associated Agency.
Unless otherwise agreed, the Associated Agency shall forward to USL the first
full payment collected by the Associated Agency, without deduction for
compensation.
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