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EXHIBIT (e).3
FORTIS
Fortis Investors, Inc.
XX Xxx 00000
(000) 000-0000
(000) 000-0000
DEALER SALES AGREEMENT
________________________________________, a Dealer sales organization
(the "Dealer") currently registered and in good standing with the Securities and
Exchange Commission ("SEC"), the National Association of Securities Dealers,
Inc. ("NASD"), and all necessary state regulators, with principal offices at
________________________, hereby accepts membership in a selling group to
distribute the following products ("Products") (check applicable boxes)
available through Fortis Investors, Inc.
("Investors"):
/ / Securities issued through Fortis Investors, Inc.
/ / Contracts issued by Fortis Benefits Insurance Company, Inc., or First Fortis
Life Insurance Company for Contracts sold in the state of New York (the
"Insurance Companies")
/ / Mutual Funds
/ / Variable Universal Life Insurance
/ / Variable Annuity
/ / Fixed Annuity
Upon execution of this Agreement, the Dealer may participate in the
distribution of these Products, subject to the following terms and to those
contained in the applicable product supplement(s) to this Agreement.
1. COMPENSATION
The compensation payable shall be that described in the attached Product
supplements(s); or in subsequent supplements which may be sent to the Dealer.
2. DEALER ACTS FOR OWN ACCOUNT
In all sales of these products to the public, the Dealer shall act as
Dealer for its own account and not as agent for Investors, the issuers of the
Products underwritten by Investors, or any other Dealer.
3. SUITABILITY
The Dealer is responsible for determining suitability. In making such
determinations the Dealer agrees to comply with all applicable NASD rules and
requirements as well as all applicable federal and state laws and regulations.
In addition, the Dealer will abide by Investors' compliance standards with
respect to the sale of the Products. Investors' compliance standards will be
provided to the Dealer and may be amended from time to time, Amended compliance
Standards shall become effective automatically upon the Dealer's receipt of the
amended compliance standards.
4. ORDERS
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Orders to purchase or redeem interests in Investors' Products: 1) must be
placed as described in the Product's current Prospectus; 2) must be
unconditional; 3) are subject to acceptance by Investors or the Insurance
Companies or both, as the case may be, and 4) become effective as described in
the current Prospectus.
Investors and the Insurance Companies have the right in their sole
discretion to reject for any reason any order or insurance or annuity
application. In addition, with respect to insurance Products, many state
insurance departments require that owners be given a right of recision. In the
event that such a right or recision is exercised, or such a refund is made, the
Dealer agrees to promptly repay any compensation received as a result of such
sale, and that if such repayment is not made promptly, any such unrepaid
compensation may be deducted from any other sums owed the Dealer by Investors or
the Insurance Companies.
5. PAYMENT
All purchases shall be paid for as described in the Product's current
Prospectus. Otherwise, Investors reserves the right, without notice, to
immediately cancel the sale and, at its option, to hold the Dealer responsible
for any resulting loss suffered by Investors, the Insurance Companies, or the
issuer of the Product.
6. REPRESENTATIONS
(a) The Dealer is not authorized to make any representations concerning the
Products except those contained in the then current Prospectus, Statement of
Additional Information, or in current material furnished by Investors which is
officially designated as approved advertising or sales literature. Investors
will supply Prospectuses and reasonable quantities of supplemental sales
literature, sales bulletins and additional information as issued. The Dealer
agrees not to use other advertising and sales material relating to the Products
except that which conforms to the applicable requirements of the Federal and
State securities laws and which is approved in writing by Investors in advance
of such use.
(b) The Dealer agrees not to sell, or offer for sale, any Product unless
the Dealer has met all necessary Federal, NASD, and State regulatory licensing
and other requirements for doing so, including any Prospectus and Statement of
Additional Information delivery requirements and Section 26 of Article III of
the NASD Rules of Fair Practice (which pertains to the sale of investment
company securities); and agrees to be solely responsible for the proper
licensing, conduct and supervision of its representatives. Expulsion of either
party from the NASD will automatically terminate this Agreement without notice.
7. INDEBTEDNESS
Compensation payable under this Agreement or any other agreement with
Investors or an affiliated company will be subject to offsets to repay any
indebtedness or claims now due, or which may become due at any time from the
Dealer to Investors or such affiliate. Investors or such affiliate will have a
lien on all such compensation, as security for the payment of any and all such
debts or claims, and Investors will have the right to deduct any monies due from
such compensation, together with legal interest, without any requirement that it
first obtain the Dealer's consent or give the Dealer notice.
This lien and assignment will not be extinguished by the termination of
this Agreement and will be binding upon the Dealer's successors, executors,
administrators and assigns. Upon
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termination of the Agreement, all monies and indebtedness due Investors will be
payable immediately upon demand, together with interest payable at the legal
rate from the date of such termination.
8. INDEMNIFICATION
(a) Investors shall indemnify, defend and hold harmless the Dealer and
all of its affiliates against all losses, claims, demands, liabilities, and
expenses, including reasonable legal and other expenses in defending claims or
liabilities arising from any untrue statement or alleged untrue statement or a
material fact contained in the prospectus or the registration statement of the
Product, as filed and in effect with the SEC, or any amendment or supplement
thereto, or in any application prepared or approved in writing by counsel to the
issuer of the Products and filed with any state regulatory agency in order to
register to qualify the Products under state securities laws (the "blue sky
applications"), or which shall arise out of or be based upon any omission or
alleged omission to state a material fact required to be stated in the
prospectus or the registration statement or any of the blue sky applications or
which is necessary to make the statements or a part thereof not misleading. This
indemnity provision shall survive the termination of this Agreement.
(b) The Dealer shall indemnify, defend and hold harmless Investors and
all of its affiliates, and the Insurance Companies and their affiliates and
their officers, directors, employees, agents, and assignees against all losses,
claims, demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending any claims or liabilities, whether or not
resulting in any liability to any of them, or which they or any of them may
incur, including but not limited to alleged violations of the Securities Act of
1933, as amended, and/or to the Securities Exchange Act of 1934, as amended,
arising out of the offer or sale by the Dealer of the Products pursuant to this
Agreement, arising out of the breach by the Dealer of any of the terms and
conditions of this Agreement, or arising out of the sale by the Dealer of any
other product or service not offered by Investors, other than any claim, demand
or liability arising from any untrue statement or alleged untrue statement of a
material fact contained in the prospectus or the registration statement of the
Products, as filed and in effect with the SEC, or any amendment or supplement
thereto, or in any application prepared or approved in writing by counsel to the
issuer of the Products and filed with any state regulatory agency in order to
register or qualify the Products under state securities laws (the "blue sky
applications"), or which shall arise out of or be based upon any omission or
alleged omission to state a material fact required to be stated in the
prospectus or the registration statement or any of the blue sky applications or
which is necessary to make the statement or a part thereof not misleading. This
indemnity provision shall survive the termination of this Agreement.
9. OTHER
(a) The Dealer agrees to comply with the terms of this Agreement and
all of Investors' and the Insurance Companies procedures for the sale of the
Products, and agrees that no failure, neglect or forbearance by Investors or the
Insurance Companies to require strict performance of any such requirements shall
be construed as a waiver of their rights or privileges hereunder.
(b) This Agreement may be terminated by either party upon seven days'
written notice.
(c) All written communications to Investors or the Insurance Companies
shall be sent to the address on the product's current Prospectus. Any notice to
the Dealer shall be duly given if mailed or telegraphed to the address shown in
the Agreement or the last known address of record.
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(d) This Agreement becomes effective only when accepted and signed by
Investors, and shall be construed in accordance with Minnesota law.
(e) There is a corresponding product supplement to this Agreement for each
of the boxes checked in the first paragraph of this Agreement which contains
additional information. Such supplements and/or this Agreement may be amended by
Investors from time to time and the amendments shall become effective
automatically the first time the Dealer places an order for any Product
following its receipt of the amended supplement.
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Broker Dealer By: (Signature)
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Street Address Please Print Name
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City State Zip Title
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Broker Dealer Fax Number Tax Identification Number
For FORTIS INVESTORS, INC.
Accepted by:
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Date Accepted
