EXHIBIT (C)(3)
SELLING GROUP AGREEMENT
AMERICAN GENERAL EQUITY SERVICES CORPORATION AND
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
This Selling Group Agreement ("Agreement") is made among American General Equity
Services Corporation, a registered broker-dealer and the distributor for the
variable universal life insurance policies and/or variable annuity contracts set
forth in Schedule A ("AGESC"),
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("Selling Group Member")
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("Associated Agency")
and, as the fourth party, The United States Life Insurance Company in the City
of New York ("USL").
RECITALS
WHEREAS, USL and AGESC are affiliates pursuant to the insurance laws of the
State of New York;
WHEREAS, USL and AGESC are parties to a Distribution Agreement whereby USL has
granted AGESC 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 Associated Agency are not affiliates of USL or
AGESC;
WHEREAS, AGESC, USL, Selling Group Member and 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.
AGESC is a registered broker-dealer and distributor of the
variable life insurance policies and/or annuity contracts or
certificates set forth in Schedule A and Schedule A-1
(collectively, "Schedule A").
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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 Financial
Industry Regulatory Authority ("FINRA"), unless Selling Group
Member is exempt from the broker-dealer registration
requirements of the 1934 Act.
Selling Group Member has FINRA registered representatives who
will distribute the Contracts.
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 Associated
Agency and USL is that of an independent contractor.
The FINRA registered representatives affiliated with Selling
Group Member are also New York licensed insurance agents of
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.
AGESC hereby appoints Selling Group Member and the Sales
Persons to solicit and procure applications for the Contracts.
The appointment by AGESC of Selling Group Member and the Sales
Persons and the appointment by USL of 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
(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 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
Associated Agency and the Sales Persons in
determining client suitability. Selling Group Member
shall hold USL and AGESC harmless from any financial
claim resulting from improper suitability decisions
or failure to supervise Associated Agency and the
Sales Persons in accordance with federal securities
laws and FINRA regulations.
Selling Group Member will fully comply with the
requirements of FINRA 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 AGESC or USL, Selling Group Member will furnish
appropriate records as are necessary to establish
diligent supervision and client suitability.
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Selling Group Member shall assure that purchase
and/or redemption orders placed by Sales Persons on
behalf of owners of Contracts do not constitute a
violation of market timing as set forth in USL's
annually updated Contract prospectuses, or as
otherwise published by USL.
Selling Group Member shall incur all costs associated
with registering and complying with the various rules
of the SEC and FINRA 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, AGESC, 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. Selling
Group Member shall immediately notify AGESC 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 the
sale of the Contracts will be between USL, Selling
Group Member, Associated Agency, the Sales Persons
and the prospective purchaser.
The Sales Persons are authorized to collect the first
purchase payment or premium (collectively the
"Premium") on the Contracts. The Sales Persons will
in turn remit the application and Premium to Selling
Group Member which will after a determination of
suitability, remit the Premium to USL.
The Sales Persons shall take applications for the
Contracts only on preprinted applications supplied to
them and/or 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.
Selling Group Member is authorized to recommend Sales
Persons for appointment by USL to solicit sales of
the Contracts.
(ii) ASSOCIATED AGENCY/SALES PERSONS.
Associated Agency is authorized to recommend Sales
Persons for appointment by USL to solicit sales of
the Contracts. 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, AGESC,
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 AGESC if
its insurance license or the license of any of its
Sales Persons is revoked, suspended, or terminated.
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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.
(iii) USL.
USL warrants that no Sales Person shall commence
solicitation or 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.
Following Selling Group Member's determination of
securities suitability, USL will determine the
insurance suitability of the Contracts, and will
determine in its sole discretion whether to accept
the applications submitted to USL by the Sales
Persons and issue Contracts.
USL will return any incomplete applications to
Selling Group Member, which will then forward them to
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 Associated Agency 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 arises out of a breach of this
paragraph.
(iv) AGESC.
AGESC is authorized by USL to offer the Contracts for
sale by the Sales Persons under the terms of the
Distribution Agreement described herein.
(c) New Products.
USL and AGESC may propose and USL may issue additional or
successor products, in which event Selling Group Member,
Associated Agency and the Sales Persons will be informed of
the product and its related Commission schedule. If Selling
Group Member and Associated Agency do not agree to distribute
such product(s), they must notify AGESC in writing within 10
days of receipt of the Commission Schedule for such
product(s). If Selling Group Member and Associated Agency do
not indicate disapproval of the new product(s) or the terms
contained in the related Commission Schedule, Selling Group
Member and Associated Agency will be deemed to have
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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.
(d) Sales Material/Books and Records.
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, 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 AGESC and shall forward such records
to USL and AGESC. Additionally, Selling Group Member and/or
Associated Agency shall make such material available to
personnel of state insurance departments, FINRA or other
regulatory agencies, including the SEC, which may have
regulatory authority over USL or AGESC. Associated Agency and
Selling Group Member jointly and severally hold USL, AGESC 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 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 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 concurrently
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 AGESC shall furnish Selling
Group Member and Associated Agency, at no cost to Selling
Group Member or Associated Agency, reasonable quantities of
prospectuses to aid in the solicitation of Contracts.
2. COMPENSATION.
USL will remit to Associated Agency all compensation set forth in
Schedule B annexed hereto. USL will not accept or otherwise honor any
assignment of compensation by Associated Agency in connection with the
sale of the Contracts, unless such assignment complies with all
applicable New York law.
3. CUSTOMER SERVICE AND COMPLAINTS.
The parties agree that USL may contact by mail or otherwise, any
client, agent, account executive, or employee of 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 and
Selling Group Member jointly 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 AGESC and USL against any and all claims,
liabilities and expenses incurred by either AGESC or USL, and arising
out of or based upon any alleged or untrue statement of Selling Group
Member, Associated
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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. Further, Associated Agency agrees to hold
harmless and indemnify AGESC and USL against any and all claims,
liabilities, expenses or losses due to activities covered by the
fidelity bond described in paragraph 5 below.
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
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.
Associated Agency represents that all directors, officers, employees
and Sales Persons of 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 Associated Agency's expense.
Such bond shall be at least equivalent to the minimal coverage required
under the FINRA Rules of Fair Practice, and endorsed to extend coverage
to life insurance and annuity transactions. Associated Agency
acknowledges that USL may require evidence that such coverage is in
force and Associated Agency shall promptly give notice to USL of any
notice of cancellation or change of coverage.
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, Associated Agency will promptly
pay USL that amount on demand. Associated Agency indemnifies and holds
harmless USL from any deficiency and from the cost of collection.
6. INDEPENDENT WHOLESALERS.
USL and Selling Group Member's Associated Agency(ies), as applicable,
hereby provide notice to Selling Group Member, pursuant to FINRA Rule
3030, that USL intends to utilize the services of one or more
independent wholesalers in connection with the solicitation and sales
of the Contracts by the Sales Persons, as that term is defined in the
Selling Group Agreement.
If Selling Group Member does not agree to USL's use of one or more
independent wholesalers, Selling Group Member must notify USL within
ten (10) business days of receipt of this Agreement. By Selling Group
Member's acceptance of this provision, it will be understood by USL,
that Selling Group Member has not disapproved any and all independent
wholesaling arrangements the existence of which Sales Persons are
required to inform Selling Group Member.
7. 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.
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8. 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, FINRA, 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.
9. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
(a) Confidentiality.
"Confidential Information" of a party shall mean all
confidential or proprietary information, including trade
secrets, expressions, ideas and business practices of such
party in any medium, as well as the terms of this Agreement.
For purposes of this Agreement and unless otherwise indicated,
reference to each party shall include their affiliates, agents
and contractors. All Confidential Information relating to a
party shall be held in confidence by the other party to the
same extent and in at least the same manner as such party
protects its own confidential or proprietary information, but
in no case to a lesser extent than reasonable care under the
circumstances requires. No party shall disclose, publish,
release, transfer or otherwise make available Confidential
Information of any other party in any form to, or for the use
or benefit of, any person or entity without the other parties'
consent. Each party shall, however, be permitted to disclose
relevant aspects of the other parties' Confidential
Information to its officers, agents, subcontractors and
employees to the extent that such disclosure is reasonably
necessary for the performance of its duties and obligations
under this Agreement; provided, however, that such party shall
take all reasonable measures to ensure that Confidential
Information of the other party or parties is not disclosed or
duplicated in contravention of the provisions of this
Agreement by such officers, agents, subcontractors and
employees.
The obligations herein shall not restrict any disclosure by
any party pursuant to any applicable state or federal laws, or
by order of any court or government agency (provided that the
disclosing party shall give prompt notice to the
non-disclosing party or parties of such order) and shall not
apply with respect to Confidential Information which (1) is
developed by the other party independently of the Confidential
Information of the disclosing party without violating the
disclosing party's proprietary rights, (2) is or becomes
publicly known (other than through unauthorized disclosure),
(3) is disclosed by the owner of such information to a third
party free of any obligation of confidentiality, (4) is
already known by such party without an obligation of
confidentiality other than pursuant to this Agreement or any
confidentiality agreements entered into before the effective
date of this Agreement, or (5) is rightfully received by a
party free of any obligation of confidentiality.
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(b) Protection of Nonpublic Personal Information.
(1) Definition of Nonpublic Personal Information.
Nonpublic personal information of customers or
consumers ("NPI") includes, but is not limited to,
names, addresses, account balances, account numbers,
account activity, social security numbers, taxpayer
identification numbers, and sensitive, financial and
health information. NPI includes information on each
party's forms or in a database of any kind,
information created by each party, information
collected by or on behalf of a party, and personally
identifiable information derived from NPI.
There may be instances where each party will have the
same NPI that may be subject to different privacy
policies and procedures according to the notices
provided to the customer or consumer by the
respective parties to the Agreement.
(2) Disclosure and Use of NPI.
All NPI that any party obtains as a result of this
relationship shall not be used, disclosed, reused or
redisclosed to any third party, except to carry out
the purposes for which the information was disclosed.
All NPI of the other parties shall be held in
confidence to the same extent and in at least the
same manner as the holding party protects its own
NPI, but in no case in a lesser manner than a
reasonable degree of care under the circumstances.
Each party shall be permitted to disclose relevant
aspects of the other parties' NPI to its officers,
agents, subcontractors and employees only to the
extent that such disclosure is reasonably necessary
for the performance of its duties and obligations
under the Agreement; provided that such party shall
take all reasonable measures to ensure that the NPI
of the other party or parties is not disclosed or
reproduced in contravention of the provisions of this
Agreement by such party's officers, agents,
subcontractors and employees.
The obligations of this Agreement shall not restrict
any disclosure by any party pursuant to any
applicable state or federal laws, or by request or
order of any court or government agency (provided
that the disclosing party shall seek appropriate
protections and provide prompt notice to the
non-disclosing party or parties in order that any
other party will have a reasonable opportunity to
oppose the disclosure, request or order).
The obligations of this Agreement shall not apply to
information which, without breach of obligation of
confidentiality: (1) is independently developed by a
party; (2) is or becomes publicly known; (3) is
already known by such party as evidenced by the
written records of such party; or (4) is obtained
from an independent source.
(3) Security of NPI.
The parties further agree to establish and maintain
policies and procedures designed to ensure the
confidentiality and security of NPI. This shall
include procedures to protect against any anticipated
threats or hazards to the security or integrity of
the information and unauthorized access to or use of
the information. For reasonable cause, each party may
audit the use or disclosure of NPI upon reasonable
written notice to the other party. Each party will
promptly advise the other parties of any breach of
obligations of this Agreement with respect to NPI of
which the breaching party is aware.
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(4) Other Provisions.
The parties agree that they shall abide by the
provisions of the Xxxxx-Xxxxx-Xxxxxx Act and other
applicable privacy laws and regulations and that the
obligations described herein shall continue after
termination of this Agreement. Any provision in the
Agreement or any agreement that is inconsistent with
the obligations herein shall be void.
This Agreement comprises the entire agreement among
the parties concerning NPI. There are no oral or
implied promises or other obligations concerning said
subject matter that have not been set forth herein.
This Agreement may not be modified without a written
agreement executed by all parties.
10. ANTI-MONEY LAUNDERING COMPLIANCE.
Selling Group Member acknowledges that it is solely responsible for
anti-money laundering compliance related to retail sales conducted
pursuant to this Agreement. Selling Group Member has established and
implemented policies and procedures reasonably designed to discharge
its obligations pursuant to applicable federal laws and regulations
regarding money laundering, including applicable provisions of U.S.
Public Law 107-56, the USA Patriot Act and specifically the regulations
of the U.S. Department of the Treasury adopted pursuant to Section 352
of the USA Patriot Act, other applicable regulations of the U.S.
Department of the Treasury, and the Executive Orders related to the
U.S. Department of the Treasury's Office of Foreign Assets Control
("OFAC"). Without limitation, the policies and procedures assure:
(a) That Selling Group Member reasonably believes and believes in
fact that all evidence of identity of a purchaser of a
Contract furnished in connection with an application for the
purchase of such Contract is genuine.
(b) That Selling Group Member reasonably believes and believes in
fact that no premium funds tendered for the purchase of a
Contract directly or indirectly are derived from activities
that may contravene U.S. federal, state or international laws
or regulations.
(c) That Selling Group Member reasonably believes and believes in
fact that no applicant for a Contract ("Applicant"), nor any
person controlling, controlled by or under common control with
an Applicant, or a person for whom such Applicant is acting as
agent or nominee in connection with the acquisition of such
Contract, or who will have a beneficial interest in such
Contract, is:
(1) a country, territory, organization or person or
entity named on the List of Specially Designated
Nationals and Blocked Persons maintained by OFAC, as
such list may be amended from time to time;
(2) a person or entity that resides or has a place of
business in a country or territory named on an OFAC
list, or that is designated as a Non-Cooperative
Jurisdiction by the Financial Action Task Force on
Money Laundering, or whose premium funds tendered for
the acquisition of such Contract are transferred from
or through any such country or territory;
(3) a "foreign shell bank" as such term is described in
31 U.S.C. (S)5318(j) and U.S. Department of the
Treasury regulations thereunder;
(4) a person or entity that resides in or is organized
under the laws of a jurisdiction designated by the
Secretary of the Treasury pursuant to 31 U.S.C.
(S)5318A as a "jurisdiction of primary money
laundering concern;" or,
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(5) a "senior foreign political figure," or a "family
member" or "close associate" of such a senior foreign
political figure within the meaning of the Guidance
on Enhanced Scrutiny for Transactions that May
Involve the Proceeds of Foreign Official Corruption
issued by the U.S. Department of the Treasury or, if
Selling Group Member has determined that an applicant
or such other person is a "senior foreign political
figure," or a "family member" or "close associate" of
a senior foreign political figure, the broker dealer
has diligently scrutinized the proposed purchase of
the Contract by or for the benefit of such person.
(d) Selling Group Member agrees to certify annually, if requested,
that it has implemented and complied with its anti-money
laundering obligations and will upon reasonable request
provide documentation concerning its anti-money laundering
policies, procedures and processes.
11. ERRORS AND OMISSIONS COVERAGE.
Selling Group Member and/or Associated Agency(ies) represent and
warrant that Selling Group Member and/or Associated Agency(ies), as
well as all of the Sales Persons who are registered with FINRA, shall
maintain errors and omissions coverage in an amount of not less than
$1,000,000 per policy limit. Said errors and omissions coverage shall
extend coverage to all life insurance and annuity transactions, to both
the Selling Group Member and Associated Agency(ies), and shall include
coverage due to claims for negligence, failure to supervise,
suitability, and misrepresentation as well as all other claims provided
for by said policy of coverage.
Additionally, Selling Group Member, Associated Agency(ies) and/or Sales
Persons shall provide proof of said coverage to USL at least once per
year and further shall provide evidence of said coverage to USL upon
receipt of written request from USL.
12. 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 or of any obligations under this Agreement shall be
valid without prior written consent of USL. Furthermore,
except as provided below, the 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
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If to Selling Group Member:
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Attention:
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If to Associated Agency:
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Attention:
------------------------
If to USL:
The United States Life Insurance Company in
the City of New York
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
If to AGESC:
American General Equity Services Corporation
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: President
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 among 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
(or Schedule B-1, as appropriate).
(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:
-----------------------------------------------------
(BROKER-DEALER) (TAX ID #)
Address:
-----------------------------------------------------
-----------------------------------------------------
Signature:
-----------------------------------------------------
Name & Title:
-----------------------------------------------------
ASSOCIATED AGENCY:
-----------------------------------------------------
(PRIMARY INSURANCE AGENCY) (TAX ID #)
Address:
-----------------------------------------------------
-----------------------------------------------------
Signature:
-----------------------------------------------------
Name & Title:
-----------------------------------------------------
AMERICAN GENERAL EQUITY SERVICES CORPORATION
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Signature:
-----------------------------------------------------
Name & Title:
-----------------------------------------------------
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Signed By:
-----------------------------------------------------
Name & Title
-----------------------------------------------------
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