Exhibit 26(c)(ii)(a)
SELECTED BROKER AGREEMENT
This Agreement, dated__________________________,20____, is made by and between
Transamerica Capital, Inc. Corporation ("Distributor"), a Pennsylvania
corporation, Transamerica Life Insurance Company ("Company"), an Iowa
corporation, and _________________________________________________ ("Broker"), a
_________ corporation. This Agreement supersedes and replaces any prior Selected
Broker Agreement among the parties hereto.
WITNESSETH:
In consideration of the mutual promises contained herein, the parties
hereto agree as follows:
A. Definitions
(1) 1933 Act -- The Securities Act of 1933, as amended, and regulations
issued pursuant thereto.
(2) 1934 Act -- The Securities Exchange Act of 1934, as amended, and
regulations issued pursuant thereto.
(3) 1940 Act -- The Investment Company Act of 1940, as amended, and
regulations issued pursuant thereto.
(4) Accounts -- Separate accounts established and maintained by Company
pursuant to the laws of Iowa, as applicable.
(5) Contracts -- Private Contracts and/or Public Contracts, as the case
may be.
(6) Funds -- open-end management investment companies registered under the
1940 Act, shares of which are sold to Accounts in connection with the
sale of Contracts, as described in the appropriate Prospectus or
Private Placement Memorandum.
(7) NASD -- The National Association of Securities Dealers, Inc.
(8) Private Contracts -- Variable life insurance contracts and/or variable
annuity contracts not subject to, or exempt from registration under,
the 1933 Act and described in Schedule A attached hereto, issued by
Company and for which Distributor has been appointed the principal
underwriter pursuant to distribution agreements, copies of which have
been furnished to Broker.
(9) Private Placement Memorandum -- Offering memoranda, including
amendments or supplements thereto, that describe Private Contracts.
(10) Prospectus -- Prospectuses, including amendments or supplements
thereto, contained in a Registration Statement.
(11) Public Contracts -- Variable life insurance contracts and/or variable
annuity contracts required to be registered under the 1933 Act and
described in Schedule B attached hereto, issued by Company and for
which Distributor has been appointed the principal underwriter
pursuant to distribution agreements, copies of which have been
furnished to Broker.
(12) Registration Statement -- Registration statements, including
amendments thereto, relating to Contracts, Accounts and Funds,
including financial statements and all exhibits.
(13) SEC -- The Securities and Exchange Commission.
B. Agreements of Distributor
(1) Pursuant to the authority delegated to it by Company, Distributor
hereby authorizes Broker to solicit applications for Contracts from
eligible persons during the term of this Agreement, provided that:
(a) Broker has been notified by Distributor that Contracts are
qualified for sale, or exempt from such qualification, under all
applicable securities and insurance laws of the states or
jurisdictions in which applications will be solicited, and
(b) there is an effective Registration Statement relating to those
Contracts that are Public Contracts.
In connection with the solicitation of applications for Contracts,
Broker is hereby authorized to offer riders that are available with
Contracts in accordance with instructions furnished by Distributor or
Company.
(2) During the term of this Agreement, Distributor shall notify Broker of
any action or circumstance that may prevent the lawful sale of
Contracts in any state or jurisdiction, including the issuance by the
SEC of any stop order with respect to a Registration Statement or the
initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of Public
Contracts.
(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to a Registration Statement or any amendment or
supplement to any Prospectus or Private Placement Memorandum.
C. Agreements of Broker
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(1) It is understood and agreed that Broker is a registered broker/dealer
under the 1934 Act and a member of the NASD and that the agents or
representatives of Broker who may solicit applications for Contracts
shall be duly registered representatives of Broker. If an agent or
representative ceases to be a registered representative of Broker, is
disqualified from continued NASD registration, has his or her
registration suspended by the NASD or otherwise fails to comply with
the rules or meet the standards imposed by this Agreement or by
Broker, Broker shall immediately notify such agent or representative
and Distributor that such agent or representative is no longer
authorized to solicit applications for Contracts.
(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to make commercially reasonable efforts to find
purchasers for Contracts acceptable to Company, provided that Broker:
(a) shall only offer a Private Contract to a person who (i) meets the
definition of accredited investor under the 1933 Act, and (ii)
meets the definition of qualified purchaser under the 1940 Act,
if Accounts are not subject to registration under the 1940 Act
pursuant to Section 3(c)(7) thereof; and
(b) shall not solicit applications for Private Contracts in any
manner that constitutes a public offering or involves any form of
general solicitation or general advertising.
(3) In making commercially reasonable efforts to solicit applications for
Contracts, Broker shall engage in the following activities during the
term of this Agreement:
(a) Regularly utilize only training, sales and promotional materials
relating to Contracts which have been approved by Company.
(b) Establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or
representatives and submit periodic reports to Distributor as may
be requested on the results of such inspections and the
compliance with such procedures.
(c) Take reasonable steps to ensure that the various representatives
appointed by it shall not make recommendations to an applicant to
purchase a Contract in the absence of reasonable grounds to
believe that the purchase of the Contract is suitable for such
applicant. While not limited to the following, a determination of
suitability shall be based on information furnished to a
representative after reasonable inquiry of such applicant
concerning the applicant's insurance and investment objectives,
financial situation and needs, and, if applicable, the likelihood
that the applicant will make the premium payments contemplated by
the Contract.
(d) Adopt, abide by, and enforce the principles set forth in the
Principles and Code of Ethical Market Conduct of the Insurance
Marketplace Standards Association as adopted by Company and
provided to Broker with this Agreement.
(4) All payments for Contracts collected by agents or representatives of
Broker shall be held at all times in a fiduciary capacity and shall be
remitted promptly in full together with such applications, forms and
other required documentation to an office of Company designated by
Distributor. Checks or money orders in payment of initial premiums
shall be drawn to the order of "Transamerica Life Insurance Company."
Broker acknowledges that Company retains the ultimate right to control
the sale of Contracts and that Distributor or Company shall have the
unconditional right to reject, in whole or part, any application for a
Contract. In the event Company or Distributor rejects an application,
Company shall immediately return all payments directly to the
purchaser and Broker shall be notified of such action. In the event
that any purchaser of a Contract elects to return such Contract
pursuant to the free look right, the purchaser shall receive a refund
of either premium payments or the value of the invested portion of
such premiums as set forth in the Contract and according to applicable
state law. Broker shall be notified of any such action.
(5) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or
any employees thereof as employees of Company or Distributor in
connection with solicitation of applications for Contracts. Broker,
its agents or representatives, and its employees shall not hold
themselves out to be employees of Company or Distributor in this
connection or in any dealings with the public.
(6) Broker agrees that any material, including material it develops,
approves or uses for sales, training, explanatory or other purposes in
connection with the solicitation of applications for Contracts
hereunder (other than generic advertising materials which do not make
specific reference to Company or Contracts) shall only be used after
receiving the written consent of Distributor to such material and,
where appropriate, the endorsement of Company to be obtained by
Distributor. All materials shall be subject to periodic review after
initial approval to ensure compliance with applicable law,
regulations, and Company policies. No representation in connection
with the sale or solicitation for sale of the Contracts, other than
those contained in the currently effective Prospectus, Private
Placement Memorandum, or in the approved materials for each Contract,
shall be made by Broker. Broker assumes full responsibility for all
materials not prepared or
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approved by Distributor and all such materials will be deemed to be
Broker's materials. Unless otherwise agreed by the parties it shall be
Broker's responsibility to file and obtain NASD approval of any
materials prepared by Broker.
(7) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable Company procedures and ethical
principles and applicable laws and regulations. No agent or
representative of Broker shall solicit applications for Contracts
until duly licensed and appointed by Company (such appointment not to
be unreasonably withheld by Company) as a life insurance and variable
contract broker or agent of Company in the appropriate states or other
jurisdictions. Broker shall ensure that such agents or representatives
fulfill any training requirements necessary to be licensed and that
such agents or representatives are properly supervised and controlled
pursuant to the rules and regulations of the SEC and the NASD. Broker
shall certify agents' and representatives' qualifications to the
satisfaction of Distributor. Broker will provide Distributor with a
General Recommendation of Agents substantially in the form attached
hereto as Exhibit "A" which will apply to all agents or subagents
proposed to be licensed and/or appointed by the Company. Any
documentation regarding the background investigation of agents
conducted by Broker prior to appointment shall be made available as
required upon valid request by any regulatory authority during the
period the agent is appointed with the Company. Broker shall provide,
from time to time as requested by Distributor, copies of insurance
licenses for all states in which Broker holds the licenses and/or
insurance licenses for any states in which Broker's affiliated
insurance agency holds the licenses. Broker understands and
acknowledges that neither it nor its agents or representatives is
authorized by Distributor or Company to give any information or make
any representation in connection with this Agreement or the offering
of Contracts other than those contained in the Prospectus or Private
Placement Memorandum, as the case may be, or other solicitation
material authorized in writing by Distributor or Company.
(8) Broker shall not have authority on behalf of Distributor or Company
to: make, alter or discharge any Contract or other form; waive any
forfeiture, extend the time of paying any premium; receive any monies
or premiums due, or to become due, to Company, except as set forth in
Section C(4) of this Agreement. Broker shall not expend, nor contract
for the expenditure of the funds of Distributor, nor shall Broker
possess or exercise any authority on behalf of Distributor by this
Agreement.
(9) Broker shall have the responsibility for maintaining the records of
its representatives who are licensed, registered and otherwise
qualified to sell Contracts. Broker shall maintain such other records
as are required of it by applicable laws and regulations. The books,
accounts and records of Company, Accounts, Distributor and Broker
relating to the sale of Contracts shall be maintained so as to clearly
and accurately disclose the nature and details of the transactions.
All records maintained by Broker in connection with this Agreement
shall be the property of Company and shall be returned to Company upon
termination of this Agreement, free from any claims or retention of
rights by Broker. Nothing in this Section C(9) shall be interpreted to
prevent Broker from retaining copies of any such records relating to
contract owner transactions which Broker is required to maintain in
order to comply with applicable federal, NASD, and state regulation.
Broker shall keep confidential any information obtained pursuant to
this Agreement and shall disclose such information only if Company has
authorized such disclosure or if such disclosure is expressly required
by any regulatory authority or court of competent jurisdiction. Broker
acknowledges that information regarding Contracts is proprietary
information and that in connection with the offer and sale of
Contracts, Broker may be required to execute confidentiality
agreements with third parties. Broker acknowledges and agrees that
monetary damages would not be a sufficient or adequate remedy for
breach of the confidentiality provisions of this Section C(9) and that
Company or Distributor shall be entitled to specific performance or
injunctive relief, in addition to any other legal or equitable remedy
which may be available. The confidentiality provisions of this Section
C(9) shall survive the termination of this Agreement.
D. Compensation
(1) Pursuant to the appropriate distribution agreement between Distributor
and Company, Distributor shall cause Company to arrange for the
payment of compensation for the sale of each Contract sold by an agent
or representative of Broker in accordance with Company's agreement
with the agent or representative, as the case may be. Such amounts
shall be paid to Broker, or if state insurance law requires, to an
affiliated insurance agency, provided, that with respect to payments
to an affiliated insurance agency, Broker:
(a) has obtained a letter from the SEC staff to the effect that the
staff will not recommend enforcement action if the affiliated
insurance agency is not registered as a broker-dealer with the
SEC; or
(b) has obtained from counsel an opinion, which shall be provided to
Distributor, that (i) Broker is entitled to rely on a no-action
letter issued by the SEC staff, a copy of which shall be provided
to Distributor, which granted no action relief to a broker-dealer
with respect to the distribution activities of the
broker-dealer's affiliated insurance agency when the insurance
agency was not registered as a broker-dealer with the SEC, and
(ii) such no-action letter has not been rescinded or modified.
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All terms and conditions of Company's agreement with the agent or
representative, as the case may be, shall be incorporated by reference
herein to the extent such terms and conditions do not conflict with
this Agreement. Company shall identify to Broker with each such
payment the name of the agent or representative of Broker who
solicited each Contract covered by the payment.
(2) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any premium it may receive for
purposes of payment of commission or otherwise. Neither Broker nor any
of its agents or representatives shall have an interest in any
compensation paid by Company to Distributor, now or hereafter, in
connection with the sale of Contracts hereunder.
E. Complaints and Investigations
(1) The parties agree to cooperate fully in any insurance or securities
regulatory investigation or proceeding or judicial proceeding arising
in connection with Contracts marketed under this Agreement. Each
party, upon receipt, shall notify the other parties of any customer
complaint or notice of any regulatory investigation or proceeding or
judicial proceeding in connection with Contracts. The parties further
agree to cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to the parties and
their respective affiliates, agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts
marketed under this Agreement. Each party shall furnish applicable
federal and state regulatory authorities with any information or
reports in connection with its services under this Agreement which
such authorities may request in order to ascertain whether operations
are being conducted in a manner consistent with any applicable law or
regulation. Each party shall bear its own costs and expenses of
complying with any regulatory requests, subject to any right of
indemnification that may be available pursuant to Section G of this
Agreement.
(2) Broker shall report promptly in writing to Distributor all customer
complaints relating to offers and sales of Contracts or made by or on
behalf of owners of Contracts, whether written or oral, and shall
assist Distributor and Company in resolving those complaints to the
satisfaction of all parties.
(3) Each party hereto shall have the right, during normal business hours
and upon ten (10) days prior written notice, to inspect and audit the
books and records of the other party relating solely to the business
contemplated by this Agreement, including files, letters, material,
and other documents relating in any way to such business. Such books
and records shall be maintained in accordance with prudent standards
of insurance and securities recordkeeping for the term of this
Agreement and for the five-year period following the termination of
this Agreement or longer if required by applicable Federal or state
law or regulation.
F. Term of Agreement
(1) This Agreement shall continue in force for one year from its effective
date and thereafter shall automatically be renewed every year for a
further one year period; provided that any party may unilaterally
terminate this Agreement upon thirty (30) days' written notice to the
other parties of its intention to do so. This Agreement shall
automatically terminate without notice upon:
(a) the bankruptcy or dissolution of Broker;
(b) any fraud or gross negligence by Broker in the performance of any
duties imposed by this Agreement or if Broker wrongfully
withholds or misappropriates, for Broker's own use, funds of
Company, its policyholders or applicants;
(c) any material breaches by Broker of this Agreement;
(d) any material violation of any applicable state or federal law
and/or administrative regulation in a jurisdiction where Broker
transacts business; or
(e) any failure of Broker to maintain a necessary license in any
jurisdiction, but only as to that jurisdiction and only until
Broker reinstates its license in such jurisdiction.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except:
(a) the agreements contained in Sections C(9) and E hereof;
(b) the indemnity set forth in Section G hereof; and
(c) the obligations to settle accounts hereunder, including
commission payments on premiums subsequently received for
Contracts in effect at the time of termination or issued pursuant
to applications received by Broker prior to termination.
(3) Distributor and Company reserve the right, without notice to Broker,
to suspend, withdraw or modify the offering of Contracts or to change
the conditions of their offering.
G. Indemnity
(1) Broker shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement.
(2) Distributor agrees to indemnify and hold harmless Broker and each
officer or director of Broker against any losses, claims, damages or
liabilities, joint or several, to which Broker or such officer or
director may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect
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thereof) arise out of or are based upon any allegedly untrue
statement, or alleged omission, of a material fact, when it would be
necessary to include a true statement of such fact in a Registration
Statement, a Prospectus or a Private Placement Memorandum, as the case
may be, or in any sales literature provided by Company or by
Distributor in order to make the statements contained therein not
misleading.
(3) Broker agrees to indemnify and hold harmless Company and Distributor
and each of their current and former directors and officers and each
person, if any, who controls or has controlled Company or Distributor
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities, joint or several, to which
Company or Distributor or such director or officer or controlling
person may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any:
(a) breach by Broker of any representation, warranty, covenant or
agreement contained in this Agreement;
(b) negligent act or omission or willful misconduct by Broker or any
of its agents, employees, representatives or affiliates with
respect to this Agreement;
(c) failure by Broker or any of its agents, employees, or affiliates
to comply with applicable law;
(d) unauthorized use of sales material or any verbal or written
misrepresentations or any unlawful sales practice concerning
Contracts by Broker, agents, employees, representatives or
affiliates; or
(e) claim by any agent, representative or employee of Broker for
commissions, service fees, development allowances or other
compensation or remuneration of any type;
(f) failure of Broker, its officers, employees, or agents to comply
with the provisions of this Agreement; and Broker shall reimburse
Company and Distributor and any director, officer or controlling
person of either for any legal or other expenses reasonably
incurred by Company, Distributor, or such director, officer or
controlling person in connection with investigating or defending
against any such losses, claims, damages or liabilities or
actions. This indemnity agreement shall be in addition to any
liability which Broker may otherwise have.
(4) Any request for indemnification against a party (the "Indemnitor")
arising out of a claim from a third party must be made in writing
within a reasonable time after notice of a claim or receipt of a claim
from a third party ("Claim") has been received by the party seeking
indemnification (the "Indemnitee"). At any time after such request,
Indemnitor may deliver to the Indemnitee its written acknowledgment
that Indemnitee is entitled to indemnification. The Indemnitor shall
thereafter be entitled to assume the defense of the Claim and shall
bear all expenses associated therewith, including without limitation,
payment on a current basis of all previous expenses incurred by the
Indemnitee in relation to the Claim from the date the Claim was
brought. Until such time as Indemnitee receives notice of an
Indemnitor's election to assume the defense of any Claim, Indemnitee
may defend itself against the Claim and may hire counsel and other
experts of its choice and Indemnitor shall be liable for payment of
counsel and other expert fees on a current basis as the same are
billed. Indemnitor and Indemnitee shall cooperate with one another in
the defense of any such Claim and if either party becomes aware of any
significant developments, it shall notify the other party as soon as
practical.
(5) The provisions of this Section shall survive the termination of this
Agreement.
H. Abusive Trading
Company reserves the right to terminate this Agreement immediately without
advance notice if Company, in its reasonable discretion, determines that
any of Broker's customers are engaging in abusive trading activities (that
is, programmed, large or frequent transfers) with respect to any portfolios
of the Contracts or that Broker, is providing advice or assistance to any
persons to engage in such abusive trading activities. Company reserves the
right to reject any purchase orders submitted by any parties whom (or whose
customers) Company determined to be engaging in abusive trading activity.
In addition to the indemnification provided in Section G of this Agreement,
and any other liability Broker may have, Broker will be liable to the
Company and each portfolio affected by such abusive trading activity for
any damages or losses, actual or consequential, sustained by them as a
result of such abusive trading activity.
I. Assignability
This Agreement shall not be assigned by any party without the written
consent of the other parties.
J. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of Iowa without regard to its law concerning conflicts of
law.
K. Notices
All communications under the Agreement shall be in writing and shall be
deemed delivered on the third business day after being mailed by certified
mail, postage prepaid. Alternatively, communications shall be
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deemed delivered on the first business day after being transmitted timely,
delivery charges prepaid, to a third party company or governmental entity
providing delivery services in the ordinary course of business, which
guarantees delivery to the other party on the next business day. Notices
shall be sent to the following addresses unless and until the addressee
notifies the other party of a change in address according to the terms of
this Section:
If to Broker, to: if to Distributor or Company, to:
_____________________________________ Transamerica Life Insurance Company
Company 0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, Xxxx 00000
_____________________________________ Attn: Counsel
Street address Telephone: (000) 000-0000
Telecopy: (000) 000-0000
_____________________________________
City, State, Zip
_____________________________________
Attention
_____________________________________
Telephone
_____________________________________
Telecopy
L. Arbitration
Any disagreement, dispute, claim or controversy solely between Broker and
Distributor arising out of or relating to this Agreement shall be subject
to mandatory arbitration under the auspices, rules and bylaws of the NASD,
to the full extent applicable and as may be amended from time to time.
M. Privacy
The parties each acknowledge that certain information made available to the
other parties hereunder may be deemed nonpublic personal information under
the Xxxxx-Xxxxx-Xxxxxx Act, other federal or state privacy laws (as
amended) and the rules and the regulations promulgated thereunder
(collectively, the "Privacy Laws"). The parties hereby agree (i) not to
disclose or use such information except as required to carry out their
respective duties under this Agreement or as otherwise permitted by law in
their ordinary course of business, (ii) to establish and maintain
procedures reasonably designed to assure the security and privacy of all
such information and (iii) to cooperate with each other and provide
reasonable assistance in ensuring compliance with such Privacy Laws to the
extent applicable to the parties.
N. Anti-Money Laundering Requirements and Economic Sanctions Programs
The parties agree to comply with the regulations pursuant to USA Patriot
Act and the rules promulgated thereunder, as outlined by their Self
Regulatory Organizations.
O. General Provisions
(1) This Agreement including each Schedule, Exhibit, and Addendum to this
Agreement, contains the entire understanding and agreement among the
parties with respect to its subject matter and with respect to sales
of the Contracts, and supersedes all prior and contemporaneous
discussions, agreements, and understandings. Broker and Company hereby
acknowledge that they have not relied upon any representation other
than the representations expressly contained within this Agreement.
(2) Nothing in this Agreement, nor any acts of the parties hereto, shall
be deemed or construed by the parties hereto, or any of them, or any
third party, to create the relationship of employer and employee, or a
partnership or joint venture, or except to the extent expressly
provided herein, principal and agent, between Company and Broker.
(3) A waiver by any party of the breach of any provision of this Agreement
by another party shall not operate or be construed as a waiver of any
other or subsequent breach by any party.
(4) For purposes of this Agreement, a document (or signature page thereto)
signed and transmitted by facsimile machine or telecopier is to be
treated as an original document.
(5) This Agreement may be executed by the parties hereto on any number of
separate counterparts, and all such counterparts so executed
constitute one agreement binding on all parties hereto.
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In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
----------------------------------------
(Broker Name)
By:
------------------------------------
Title:
---------------------------------
TRANSAMERICA CAPITAL, INC.
(Distributor)
By:
------------------------------------
Title:
---------------------------------
TRANSAMERICA LIFE INSURANCE COMPANY
(Company)
By:
------------------------------------
Title:
---------------------------------
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
Broker hereby certifies to the Distributor and Company that all the following
requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of the Company
submitted by Broker. Broker will, upon request, forward proof of compliance with
same to the Company in a timely manner.
1. We have made a reasonable investigation of each applicant's identity,
residence and business reputation and declare that each applicant is personally
known to us, and based on this review we believe each applicant has a good
business reputation and is worthy of a license.
2. We have on file a U-4 form which was completed (and has been amended, as
required) by each applicant. We have fulfilled all the necessary investigative
requirements for the registration of each applicant as a registered
representative through our NASD member firm, including but not limited to: (i)
checking for and investigating criminal arrest and conviction records available
to Broker on the CRD system; and (ii) communicating with each employer of the
applicant for 3 years prior to the applicant's registration with our firm. Each
applicant is presently registered as an NASD registered representative.
The above information in our files indicates no fact or condition
which would disqualify the applicant from receiving a license and all the
findings of all investigative information is favorable.
At the time of application, in those states required by the Company, we shall
provide the Company with a copy of the entire U-4 form, or designated pages,
thereof, completed by each applicant, including any amendments or updates
thereto, and we certify those items are true copies of the original.
3. We certify that all educational requirements have been met for the
specified state each applicant is requesting a license in, and that all such
persons have fulfilled the appropriate examination, education and training
requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a license, we
certify that those items forwarded to the Company are those of the applicant and
the securities registration is a true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with
the Company in order to place insurance chiefly and solely on his life or
property, or lives or property of his relatives, or property or liability of his
associates.
6. We will not permit any applicant to transact insurance in a state as an
agent until duly licensed and appointed therefor with the appropriate State
Insurance Department. No applicants have been given a contract or furnished
supplies, nor have any applicants been permitted to write, solicit business, or
act as an agent in any capacity, and they will not be so permitted until the
certificate of authority or license applied for is received.
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SCHEDULE A
PRIVATE CONTRACTS
None
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SCHEDULE B
PUBLIC CONTRACTS
This schedule shall be deemed an integral part of the above referenced Selected
Broker Agreement (the "Agreement") by and between TRANSAMERICA CAPITAL, INC.
("Distributor"), TRANSAMERICA LIFE INSURANCE COMPANY ("Company") and
_______________________ ("Broker") and shall supersede and control any portions
of that Agreement which conflict with the provisions hereof. All other
provisions of the Agreement remain in full force and effect.
Transamerica Life Insurance Company and Transamerica Capital, Inc. authorize
_________________________ to offer and solicit for sale the following securities
product through persons who are registered with the NASD and in accordance with
the appropriate state insurance licensing requirements. Such persons, where
required, have authorized Broker to receive such commissions.
Name: Form Number:
ADVANTAGE X EM VC1 TL703 (may vary by state)
A variable adjustable life insurance policy
FIRST POLICY YEAR COMMISSION: Commission on premium payments up to target
premium is 20%, commission on premium payments in excess of target premium is
2.6%.
RENEWAL COMMISSION: In policy years two through four, renewal commission on
premium payments up to target premium is 10%, commission on premium payments in
excess of target premium is 2.6%; in policy years five through seven, renewal
commission on premium payments up to target premium is 3.2%, commission on
premium payments in excess of target premium is 2.6%; and in all subsequent
policy years, renewal commission on premium payments up to target premium is
2.4%, commission on premium payments in excess of target premium is 2.4%.
Renewal commission will be paid within 30 days after receipt of premium. The
Company will not be obligated to pay such renewal commissions if they are
prohibited or exceed limits imposed by law or regulation.
ASSET-BASED TRAIL COMMISSION: After the first policy year an asset-based trail
commission will be paid on the unloaned cash value. An asset-based trail
commission of 0.10% will be paid in policy years two through twenty and 0.05% in
all subsequent policy years in which such policies are in force at the end of
the policy year. The asset-based trail commission will be calculated at the end
of the previous policy year and will be paid within 30 days after the close of
the policy year. The Company will not be obligated to pay such asset-based trail
commissions if they are prohibited or exceed limits imposed by law or
regulation.
CHARGEBACKS: For a surrender or lapse in policy years one through three,
commissions will be charged back 100% if in policy year one, 75% if in policy
year two, and 50% if in policy year three. In the event of a surrender or lapse
in any subsequent year or death, there will be no chargeback. The obligation to
pay Company chargebacks shall survive the termination or expiration of the
Appointment Agreement, or other agreement, for any reason.
Commissions will not be paid on funds transferred between Advantage X fund
accounts or when a premium comes from other Transamerica Life Insurance Company
annuity and life insurance policies or other subsidiary insurance companies of
AEGON USA, Inc.
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