EXHIBIT 99.(b)(3)
DISTRIBUTION AGREEMENT
AGREEMENT made as of the _____ day of _______________, 2003 by and between
COUNTRY Investors Life Assurance Company, an Illinois insurance company
("CILAC"), on its behalf and on behalf of each separate account identified in
Schedule 1 hereto, and COUNTRY Capital Management Company ("CCMC"), an Illinois
corporation.
WITNESSETH
WHEREAS, CCMC is a broker-dealer that engages in the distribution of
variable insurance and annuity products, mutual funds and may engage in the
distribution of other investment products;
WHEREAS, CILAC desires to issue certain variable insurance and annuity
products described more fully below to the public through CCMC acting as
principal underwriter; and
WHEREAS, CILAC and CCMC acknowledge that CCMC may in the future distribute
variable insurance products and other investment products for other companies.
NOW, THEREFORE, in consideration of their mutual promises, CILAC and CCMC
hereby agree as follows:
1. DEFINITIONS
a. CONTRACTS - The class or classes of variable insurance and annuity
products set forth on Schedule 2 to this Agreement as in effect at the time
this Agreement is executed, and such other classes of variable insurance
and annuity products that may be added to Schedule 2 from time to time in
accordance with Section 10.b of this Agreement, and including any riders to
such contracts and any other contracts offered in connection therewith. For
this purpose and under this Agreement generally, a "class of Contracts"
shall mean those Contracts issued by CILAC on the same policy form or forms
and covered by the same Registration Statement.
b. REGISTRATION STATEMENT - At any time that this Agreement is in effect,
each currently effective registration statement filed with the SEC under
the 1933 Act on a prescribed form, or currently effective post-effective
amendment thereto, as the case may be, relating to a class of Contracts,
including financial statements included in, and all exhibits to, such
registration statement or post-effective amendment. For purposes of Section
8 of this Agreement, the term "Registration Statement" means any document
which is or at any time was a Registration Statement within the meaning of
this Section 1.b.
c. PROSPECTUS - The prospectus included within a Registration Statement,
except that, if the most recently filed version of the prospectus
(including any supplements thereto) filed pursuant to Rule 497 under the
1933 Act subsequent to the date on which a
Registration Statement became effective differs from the prospectus
included within such Registration Statement at the time it became
effective, the term "Prospectus" shall refer to the most recently filed
prospectus filed under Rule 497 under the 1933 Act, from and after the date
on which it shall have been filed. For purposes of Section 8 of this
Agreement, the term "any Prospectus" means any document which is or at any
time was a Prospectus within the meaning of this Section 1.c.
d. FUND - An investment company in which the Variable Account invests.
e. VARIABLE ACCOUNT - A separate account supporting a class or classes of
Contracts and specified on Schedule 1 as in effect at the time this Agreement is
executed, or as it may be amended from time to time in accordance with Section
10.b of this Agreement.
f. 1933 Act - The Securities Act of 1933, as amended.
g. 1934 Act - The Securities Exchange Act of 1934, as amended.
h. 1940 Act - The Investment Company Act of 1940, as amended.
i. SEC - The Securities and Exchange Commission.
j. NASD - The National Association of Securities Dealers, Inc.
k. REPRESENTATIVE - An individual who is an associated person of CCMC, as
that term is defined in the 1934 Act.
l. APPLICATION - An application for a Contract.
m. PREMIUM - A payment made under a Contract by an applicant or purchaser
to purchase benefits under the Contract.
2. AUTHORIZATION AND APPOINTMENT
a. SCOPE OF AUTHORITY. CILAC hereby authorizes CCMC on an exclusive
basis, and CCMC accepts such authority, subject to the registration
requirements of the 1933 Act and the 1940 Act and the provisions of the
1934 Act and conditions herein, to be the distributor and principal
underwriter for the sale of the Contracts to the public in each state and
other jurisdiction in which the Contracts may lawfully be sold during the
term of this Agreement. The Contracts shall be offered for sale and
distribution at Premium rates set from time to time by CILAC. CCMC shall
use its best efforts to market the Contracts actively subject to compliance
with applicable law, including the rules of the NASD. However, CCMC shall
not be obligated to sell any specific number or amount of Contracts.
b. LIMITS ON AUTHORITY. CCMC shall act as an independent contractor and
nothing herein contained shall constitute CCMC or its agents, officers or
employees as
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agents, officers or employees of CILAC solely by virtue of their activities
in connection with the sale of the Contracts hereunder. CCMC and its
Representatives shall not have authority, on behalf of CILAC: to make,
alter or discharge any Contract or other insurance policy or annuity
entered into pursuant to a Contract; to waive any Contract forfeiture
provision; to extend the time of paying any Premium; or to receive any
monies or Premiums (except for the sole purpose of forwarding monies or
Premiums to CILAC). CCMC shall not expend, nor contract for the expenditure
of, the funds of CILAC. CCMC shall not possess or exercise any authority on
behalf of CILAC other than that expressly conferred on CCMC by this
Agreement.
3. SOLICITATION ACTIVITIES
a. REPRESENTATIVES. No Representative shall solicit the sale of a
Contract unless at the time of such solicitation such individual is duly
registered with the NASD and duly licensed with all applicable state
insurance and securities regulatory authorities, and is duly appointed as
an insurance agent of CILAC.
b. SOLICITATION ACTIVITIES. All solicitation and sales activities engaged
in by CCMC and its Representatives with respect to the Contracts shall be
in compliance with all applicable federal and state securities laws and
regulations, as well as all applicable insurance laws and regulations. In
particular, without limiting the generality of the foregoing:
(1) CCMC shall train, supervise and be solely responsible for the
conduct of Representatives in their solicitation of applications and
Premiums and distribution of the Contracts under, and shall supervise
their compliance with, applicable rules and regulations of any
securities regulatory agencies that have jurisdiction over variable
insurance and annuity product activities.
(2) Neither CCMC nor any Representatives shall offer, attempt to
offer, or solicit Applications for, the Contracts or deliver the
Contracts, in any state or other jurisdiction unless CILAC has
notified CCMC that such Contracts may lawfully be sold or offered for
sale in such state, and has not subsequently revised such notice.
(3) Neither CCMC nor any Representative shall give any information
or make any representation in regard to a class of Contracts in
connection with the offer or sale of such class of Contracts that is
not in accordance with the Prospectus for such class of Contracts, or
in the then-currently effective prospectus or statement of additional
information for a Fund, or in current advertising materials for such
class of Contracts authorized by CILAC.
(4) All Premiums paid by check that are collected by CCMC or any
of its Representatives shall be remitted promptly, and in any event
within two business days after receipt in full, together with any
Applications, forms and any other required documentation, to CILAC.
Checks in payment of Premiums shall be
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drawn to the order of CILAC. If any Premium is held at any time by
CCMC, CCMC shall hold such Premium as an agent of CILAC and such
Premium shall be remitted promptly, and in any event within two
business days, to CILAC. CCMC acknowledges that all such Premiums,
shall be the property of CILAC. CCMC acknowledges that CILAC shall
have the unconditional right to reject, in whole or in part, any
Application or Premium.
c. SUITABILITY. CILAC and CCMC wish to ensure that the Contracts sold by
CCMC will be issued to purchasers for whom the Contracts are suitable. CCMC
shall require that the Representatives have reasonable grounds to believe
that a recommendation to an applicant to purchase a Contract is suitable
for that applicant. CCMC shall review all applications for suitability in
accordance with NASD Conduct Rules, interpretations and guidance relating
thereto. CILAC will review all applications under the suitability standards
set forth in variable life insurance regulations adopted by states where
the Contracts are sold, and standards adopted by CILAC or as set forth in
its compliance and operational manuals. While not limited to the following,
a determination of suitability shall be based on information furnished to a
Representative after reasonable inquiry of the applicant concerning his or
her financial status, retirement needs, reasons for purchasing a Contract,
investment sophistication and experience, other securities holdings,
investment objectives (including risk tolerance), investment time horizon
and tax status. Should CCMC deem a proposed transaction unsuitable, CCMC
shall inform CILAC of its decision and CILAC shall return the application
and any accompanying premium payment.
d. REPRESENTATIONS AND WARRANTIES OF CCMC. CCMC represents and warrants
to CILAC that CCMC is and during the term of this Agreement shall remain
registered as a broker-dealer under the 1934 Act, admitted as a member with
the NASD, and duly registered under applicable state securities laws, and
the CCMC is and shall remain during the term of this Agreement in
compliance with Section 9(a) of the 1940 Act.
e. U.S. PATRIOT ACT. CCMC shall implement appropriate customer
identification programs in compliance with current federal laws, including,
but not limited to, the U.S. Patriot Act. Furthermore, CCMC shall check all
new business applications against current OFAC listings and shall report
any matches to CILAC. In accordance, with its current procedures, CCMC
shall not accept cash payments, money orders, wire transfers or 3rd party
checks.
f. PRIVACY LAWS. CCMC shall comply with all applicable federal and state
privacy laws, and maintain the customer information of CILAC as
confidential and privileged.
4. MARKETING MATERIALS
a. PREPARATION AND FILING. CILAC and CCMC shall together design and
develop all promotional, sales and advertising material relating to the
Contracts and any
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other marketing-related documents for use in the sale of the Contracts,
subject to review and approval by CCMC of such material and documents in
accordance with Section 2210 of the NASD Conduct Rules. CCMC shall be
responsible for filing such material with the NASD and any state securities
regulatory authorities requiring such filings. CILAC shall be responsible
for filing all promotional, sales or advertising material, as required,
with any state insurance regulatory authorities. CILAC shall be responsible
for preparing the Contract forms and filing them with applicable state
insurance regulatory authorities, and for preparing the Prospectuses and
Registration Statements and filing them with the SEC and state regulatory
authorities, to the extent required. The parties shall notify each other
expeditiously of any comments provided by the SEC, NASD or any securities
or insurance regulatory authority on such material and will cooperate
expeditiously in resolving and implementing any comments, as applicable.
b. USE IN SOLICITATION ACTIVITIES. CILAC shall be responsible for
furnishing CCMC with such Applications, Prospectuses and other materials
for use by CCMC and Representatives in their solicitation activities with
respect to the Contracts. CILAC shall notify CCMC of those states or
jurisdictions which require delivery of a statement of additional
information with a Prospectus to a prospective purchaser. CCMC or its
Representatives shall not use any promotional, sales or advertising
materials that have not been approved by CILAC.
5. COMPENSATION AND EXPENSES
a. COMPENSATION FOR SALES OF THE CONTRACTS. CILAC shall pay compensation
for sales of the Contracts in accordance with the provisions of this
Section 5 as follows:
(1) CILAC shall pay to CCMC compensation for sales of the
Contracts in accordance with the CCMC Agent's Agreement Commission
Schedule and the compensation schedules attached thereto, and
referenced in Schedule 3 attached hereto as revised from time to time
by CCMC.
b. EXPENSES. CCMC shall be entitled to such remuneration for its services
and reimbursement for its fees, charges, and expenses as will be contained
in such Schedules as attached hereto as Schedule 4. Said Schedule may be
amended from time to time at the mutual consent of the undersigned parties.
c. NO RIGHTS TO COMPENSATION. Representatives shall have no interest in
this Agreement or right to any compensation to be paid to or on behalf of
CCMC hereunder. CCMC and Representatives shall have no right to withhold or
deduct any commission from any premiums in respect to the Contracts which
either of them may collect.
6. COMPLIANCE
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a. MAINTAINING REGISTRATION AND APPROVALS. CILAC shall be responsible for
maintaining the registration of the Contracts with the SEC and any state
securities regulatory authority with which such registration is required,
and for gaining and maintaining approval of the Contract forms where
required under the insurance laws and regulations of each state or other
jurisdiction in which the Contracts are to be offered.
b. CONFIRMATIONS AND 1934 ACT COMPLIANCE. CCMC shall keep, in a manner
and form approved by CILAC and in accordance with Rules 17a-3 and 17a-4
under the Securities Exchange Act of 1934, correct records and books of
account as required to be maintained by a registered broker-dealer, acting
as principal underwriter, of all transactions entered into on behalf of
CILAC with respect to its activities under this Agreement. CCMC shall make
such records and books of account available for inspection by the
Commission, and CILAC shall have the right to inspect, make copies of or
take possession of such records and books of account at any time upon
demand. CCMC shall maintain such books and records pertaining to the offer
and sale of the Contracts as required by the 1934 Act as may be mutually
agreed upon by CILAC and CCMC, including, but not limited to, maintaining a
record of Representatives and of the payment of commissions and other
payments or service fees to Representatives. In addition, CCMC shall
maintain and preserve such additional accounts, books and other records as
are required of CILAC and CCMC by the 1934 Act. The parties acknowledge
that such books and records are at all times subject to inspection by the
SEC in accordance with Section 17(a) of the 1934 Act, NASD, and all other
regulatory bodies having jurisdiction.
c. REPORTS. CCMC shall cause CILAC to be furnished with such reports as
CILAC may reasonably request for the purpose of meeting its reporting and
record keeping requirements under the 1933 Act, the 1934 Act and the 1940
Act and regulations thereunder as well as the insurance laws of the State
of Illinois and any other applicable states or jurisdictions.
d. ISSUANCE AND ADMINISTRATION OF CONTRACTS. CILAC shall be responsible
for issuing the Contracts and administering the Contracts and the Variable
Account, provided, however, that CCMC shall have full responsibility for
the securities activities of its Representatives and those acting on behalf
of CCMC, engaged directly or indirectly in the Contract operations, and for
the training, supervision and control of such persons to the extent of such
activities.
7. INVESTIGATIONS AND PROCEEDINGS
a. COOPERATION. CCMC and CILAC shall cooperate fully in any securities or
insurance regulatory investigation or proceeding or judicial proceeding
arising in connection with the offering, sale or distribution of the
Contracts distributed under this Agreement. Without limiting the foregoing,
CILAC and CCMC shall notify each other promptly of any customer complaint
or notice of any regulatory investigation or proceeding or judicial
proceeding received by either party with respect to the Contracts.
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b. CUSTOMER COMPLAINTS. CCMC shall comply with the reporting requirements
imposed by Section 3070 of the NASD Rules of Conduct with regard to the
sales of the Contracts. Without limiting the foregoing, CCMC shall notify
the NASD if CCMC or persons associated with CCMC are the subject of any
written customer complaint involving allegations of theft, forgery or
misappropriation of funds or securities, or is the subject of any claim for
damages by a customer, broker, or dealer which is settled for an amount
exceeding $15,000.
8. INDEMNIFICATION
a. BY CILAC. CILAC shall indemnify and hold harmless CCMC and any
officer, director or employee of CCMC against any and all losses, claims,
damages or liabilities, joint or several (including any investigative,
legal or other expenses reasonably incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any claim
asserted), to which CCMC and/or any such person may become subject, under
any statute or regulation, any NASD rule or interpretation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading, in light of the circumstances in
which they were made, contained in any Registration Statement or in any
Prospectus; provided that CILAC shall not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or is
based upon, an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon information furnished in writing to
CILAC by CCMC specifically for use in the preparation of any such
Registration Statement or any amendment thereof or supplement thereto;
(2) result from any breach by CILAC of any provision of this
Agreement.
This indemnification agreement shall be in addition to any liability that
CILAC may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss, claim,
damage or liability is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the person seeking
indemnification.
b. BY CCMC. CCMC shall indemnify and hold harmless CILAC and any officer,
director or employee of CILAC against any and all losses, claims, damages
or liabilities, joint or several (including any investigative, legal and
other expenses reasonably incurred in connection with, and any amounts paid
in settlement of, any action, suit or proceeding or any claim asserted), to
which CILAC and/or any such person may become subject under any statute or
regulation, any NASD rule or interpretation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:
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(1) arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, in
light of the circumstances in which they were made, contained in any
Registration Statement or in any Prospectus; in each case to the
extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance
upon information furnished in writing by CCMC to CILAC specifically
for use in the preparation of any such Registration Statement or any
amendment thereof or supplement thereto;
(2) result from any breach by CCMC of any provision of this
Agreement;
(3) result from CCMC's own misconduct or negligence.
This indemnification shall be in addition to any liability that CCMC may
otherwise have; provided, however, that no person shall be entitled to
indemnification pursuant to this provision if such loss, claim, damage or
liability is due to the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty by the person seeking indemnification.
c. GENERAL. Promptly after receipt of a party entitled to indemnification
("indemnified person") under this Section 8 of notice of the commencement
of any action as to which a claim will be made against any person obligated
to provide indemnification under this Section 8 ("indemnifying party"),
such indemnified person shall notify the indemnifying party in writing of
the commencement thereof as soon as practicable thereafter, but failure to
so notify the indemnifying party shall not relieve the indemnifying party
from any liability which it may have to the indemnified person otherwise
than on account of this Section 8. The indemnifying party will be entitled
to participate in the defense of the indemnified person but such
participation will not relieve such indemnifying party of the obligation to
reimburse the indemnified person for reasonable legal and other expenses
incurred by such indemnified person in defending himself or itself.
The indemnification provisions contained in this Section 8 shall remain
operative in full force and effect, regardless of any termination of this
Agreement. A successor by law of CCMC or CILAC, as the case may be, shall
be entitled to the benefits of the indemnification provisions contained in
this Section 8.
9. TERMINATION. This Agreement shall terminate automatically if it is assigned
by CCMC without the prior written consent of CILAC. This Agreement may be
terminated at any time for any reason by either party upon sixty (60) days'
written notice to the other party, without payment of any penalty. (The
term "assigned" shall not include any transaction exempted from Section
15(b)(2) of the 1940 Act.) This Agreement may be terminated at the option
of either party to this Agreement upon the other party's material breach of
any provision of this Agreement or of any representation or warranty made
in this Agreement, unless such breach has been cured within ten (10) days
after receipt of
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notice of breach from the non-breaching party. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except
the following: (1) the obligation to settle accounts hereunder, including
commissions on Premiums subsequently received for Contracts in effect at
the time of termination or issued pursuant to Applications received by
CILAC prior to termination; (2) the provisions contained in Section 8
regarding indemnification; and (3) the provisions contained in Section
3(b)(4) regarding the remittance of premiums. In the event of any
termination for any reason, all Prospectuses or marketing materials held by
CCMC shall promptly be returned to CILAC free from any claim or retention
of rights by CCMC, and any books and records held or maintained by CILAC on
behalf of CCMC shall be returned to CCMC free from any claim or retention
of rights by CILAC.
10. MISCELLANEOUS
a. BINDING EFFECT. This Agreement shall be binding on, and shall inure to
the benefit of, the respective successors and assigns of the parties hereto
provided that neither party shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other party.
b. SCHEDULES. The parties to this Agreement may amend Schedules 1 and 2
to this Agreement from time to time to reflect additions of any class of
Contracts and Variable Accounts. The provisions of this Agreement shall be
equally applicable to each such class of Contracts and each Variable
Account that may be added to the Schedule, unless the context otherwise
requires. CILAC and CCMC may modify Schedule 3 as mutually agreed in
writing from time to time. Any other change in the terms or provisions of
this Agreement shall be by written agreement between CILAC and CCMC.
c. RIGHTS, REMEDIES, ETC. ARE CUMULATIVE. The rights, remedies and
obligations contained in this Agreement are cumulative and are in addition
to any and all rights, remedies and obligations, at law or in equity, which
the parties hereto are entitled to under state and federal laws. Failure of
either party to insist upon strict compliance with any of the conditions of
this Agreement shall not be construed as a waiver of any of the conditions,
but the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
d. NOTICES. All notices hereunder are to be made in writing and shall be
given:
if to CILAC, to: Xxxxx Xxxxx
Vice President
Life/Health Operations
COUNTRY Investors Life Assurance Company
0000 X.X. Xxxx
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
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with a copy to: Xxxx X. Xxxxxx
General Counsel
OFFICE OF THE GENERAL COUNSEL
0000 X. Xxxxxxx Xxx.
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
if to CCMC, to: Xxxxxx X. Xxxxxxx
Executive Director
COUNTRY Capital Management Company
0000 X. Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
with a copy to: Xxxx X. Xxxxxx
General Counsel
OFFICE OF THE GENERAL COUNSEL
0000 X. Xxxxxxx Xxx.
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
or such other address as such party may hereafter specify in writing. Each
such notice to a party shall be either hand delivered or transmitted by
registered or certified United States mail with return receipt requested,
or by overnight mail by a nationally recognized courier, and shall be
effective upon delivery.
e. INTERPRETATION. This Agreement constitutes the whole agreement between
the parties hereto with respect to the subject matter hereof, and
supersedes all prior oral or written understandings, agreements or
negotiations between the parties with respect to such subject matter. No
prior writings by or between the parties with respect to the subject matter
hereof shall be used by either party in connection with the interpretation
of any provision of this Agreement.
f. SEVERABILITY. This is a severable Agreement. In the event that any
provision of this Agreement would require a party to take action prohibited
by applicable federal or state law or prohibit a party from taking action
required by applicable federal or state law, then it is the intention of
the parties hereto that such provision shall be enforced to the extent
permitted under the law, and, in any event, that all other provisions of
this Agreement shall remain valid and duly enforceable as if the provision
at issue had never been a part hereof.
g. SECTION AND OTHER HEADINGS. The headings in this Agreement are
included for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
h. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, each of which taken together shall constitute one and the
same instrument.
i. REGULATION. This Agreement shall be subject to the provisions of the
1933 Act, 1934 Act and 1940 Act and the regulations thereunder and the
rules and regulations of the NASD, from time to time in effect, including
the conditions of any exemptions therefrom as the SEC or NASD may grant,
and the terms hereof shall be interpreted and construed in accordance
therewith.
j. CHOICE OF LAW. This Agreement shall be subject to the laws of the
State of Illinois.
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.
COUNTRY INVESTORS LIFE ASSURANCE COUNTRY CAPITAL MANAGEMENT
COMPANY COMPANY
BY: BY:
------------------------------------ ----------------------------------
XXXXX XXXXX XXXXXX X. XXXXXXX
TITLE: VICE PRESIDENT LIFE/HEALTH TITLE: DIRECTOR, FINANCIAL PLANNING
OPERATIONS
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SCHEDULE 1
ACCOUNTS OF THE COMPANY
Effective as of the date the Agreement was executed, the following separate
accounts of CILAC are subject to the Agreement:
1. COUNTRY Investors Variable Life Account
2. COUNTRY Investors Variable Annuity Account
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SCHEDULE 2
CONTRACTS SUPPORT BY SEPARATE ACCOUNTS
LISTED ON SCHEDULE 1
Effective as of the date the Agreement was executed, the following Contracts are
subject to the Agreement:
1. Flexible Premium Deferred Variable Annuity ("VA")
2. Variable Universal Life Insurance Policy ("VUL")
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SCHEDULE 3
COMPENSATION OF REPRESENTATIVES
Effective as of the date the Agreement was executed, compensation payable to a
Representative for the sale of Contracts shall be determined based on the
compensation schedules attached to the Registered Representatives Agreement with
such Representative as in effect at the time of the sale.
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SCHEDULE 4
COMPENSATION TO CCMC
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