Exhibit (7)(b)
AGREEMENT
THIS AGREEMENT entered into this day of ________, 19__ by and between The
Franklin Life Insurance Company, an Illinois insurance corporation (the
"Company'), Franklin Financial Services Corporation, a Delaware corporation,
registered as a broker-dealer under the Securities Exchange Act of 1934
("FFSC"), and, a licensed agent of the Company (the "Agent").
W I T N E S S E T H
WHEREAS, Agent is engaged in the business of soliciting applications for
insurance policies and annuity contracts issued by the Company pursuant to an
agency contract between Agent and the Company; and
WHEREAS, Agent desires to solicit applications for variable annuity
contracts (the "Contracts") issued by the Company; and
WHEREAS, the Contracts may be deemed to be securities under the Securities
Exchange Act of 1934 (the "Act") and applicable state laws, and the sale of such
securities may be deemed to be through an instrumentality of interstate commerce
within the meaning of Section 15(a) of the Act; and
WHEREAS, FFSC is a subsidiary of the Company and is registered as a
broker-dealer under Section 15(b) of the Act and is a member of the National
Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, Agent has been, or expects shortly to be, duly qualified to act as
a registered representative of FFSC under the provisions of the Act and
applicable of NASD and has agreed to accept the supervision and control of FFSC
and the designated supervisor of FFSC in connection with the offering and sale
of the Contracts; and
WHEREAS, the parties hereto desire to set forth the duties, authority and
responsibility of each of the parties in connection with the sale of the
Contracts,
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NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. FFSC agrees to adequately supervise the securities activities of Agent
with respect to the offer and sale of Contracts and agrees to establish, from
tine to time, such rules, procedures and standards as may be necessary to insure
compliance with the applicable rules of NASD and federal or state securities
laws and regulations relating to the offer and sale of the Contracts.
2. Agent agrees to comply with such rules and regulations as NASD, the
Securities and Exchange Commission or FFSC may establish from time to time
relating to sale and distribution of the Contracts, to observe all applicable
federal and state laws relating to the Contracts and to submit to such
supervision regarding sales of the Contracts as may be necessary to insure
compliance herewith. in addition to such other rules as may be established by
FFSC from time to time, Agent shall adhere to high standards of commercial honor
and just and equitable principles of trade in all respects in the sale of the
Contracts; shall not utilize advertising media with regard to the Contracts; and
shall not utilize printed materials other than those supplied by the Company and
approved by FFSC.
3. The Company agrees that Agent shall have the authority to solicit
applications for the Contracts so long as (a) neither this Agreement nor his
agency contract as modified hereby has been terminated; (b) he continues to be
qualified as a registered representative of PFSC pursuant to rules under the Act
and NASD rules; (c) he is authorized to solicit applications for the Contracts
under the laws of the state in which the Contracts will be offered; (d) he
continues to conform with the rules, procedures, standards and other directions
of FFSC and of his other supervisors; and (e) all such solicitations are
accompanied by a current prospectus for the Contracts conforming to the
requirements of the Securities Act of 1933.
4. The parties agree that:
(a) Except to the extent modified hereby, the agency contracts of the
Agent shall continue in full force and effect according to its terms.
(b) All purchase payments made on the contracts will be the property of
and will be promptly paid to the Company. All commissions payable on
sales of the Contracts
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shall be paid by the Company to the Agent under the existing agency
contract and procedures and nothing contained herein shall create any
right, title or interest in FFSC to such commissions nor any
responsibility on the part of FFSC for payment of such commissions.
(c) Agent's authority to solicit applications for (and any other activity
relating to) the Contracts shall immediately cease upon written or
oral advice to Agent by FFSC or the Company notwithstanding anything
to the contrary in the agency contract of the Agent; provided,
however, withdrawal of such authority shall not, of itself, affect the
authority of Agent to solicit applications for other annuity contracts
or insurance policies under his agency contract.
(d) In supervising the securities activities of Agents, FFSC is an
independent contractor and is not under the control of the Company.
The Company shall have the right to rely upon the advice of FFSC in
all matters relating to such supervision and to the qualification of
the Agent to engage in such activities. Any decision relating to such
supervision or qualification by FFSC shall be final and binding on the
parties hereto.
5. This Agreement may not be assigned by any party except by mutual
consent of all parties and shall continue for a period of one year and from year
to year thereafter unless sooner terminated by any party upon no less than three
days' written notice, except that in the event FFSC shall cease to be a
registered broker-dealer under the Act, or the Agent is no longer authorized to
solicit applications for the Contracts under the terms and conditions hereof,
this Agreement shall immediately terminate.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE FRANKLIN LIFE INSURANCE COMPANY
ATTEST:
By:
---------------------------- -----------------------------------
Secretary President
FRANKLIN FINANCIAL SERVICES
CORPORATION
ATTEST:
By:
---------------------------- -----------------------------------
Secretary President
---------------------------
Agent
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