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EXHIBIT 3 (b)
FORM OF SELLING AGREEMENT
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XXXXXXXX
CANADA LIFE INSURANCE COMPANY OF AMERICA
A wholly-owned subsidiary of
The Canada Life Assurance Company
Annuity Service Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
SELLING AGREEMENT
AGREEMENT by and between Canada Life Insurance Company of America
(CLICA), a Michigan Corporation, a wholly- owned subsidiary of The Canada Life
Assurance Company of Canada; Canada Life of America Financial Services, Inc.
(CLAFS), a registered broker-dealer with the Securities and Exchange Commission
under the Securities Act of 0000 (xxx 0000 Xxx), and a member of the National
Association of Securities Dealers, Inc. (NASD) and Xxxxxxxx Financial Services
Inc. (Xxxxxxxx Financial) also a registered broker-dealer and member of the
NASD;
________________________________________________________________________________
________________________________________________________________________________
(Selling Broker-Dealer), also a registered broker-dealer and member of the
NASD; and
________________________________________________________________________________
________________________________________________________________________________
(General Agent).
I. INTRODUCTION
WHEREAS, CLICA has issued certain annuity contracts, and these
Contracts are registered under the Securities Act of 0000 (xxx 0000 Xxx) and
the Investment Company Act of 1940 (the "1940 Act") (Contracts or Contracts
collectively); and
WHEREAS, CLICA has authorized CLAFS as principal underwriter and
Xxxxxxxx Financial as promotional agent to enter into agreements, subject to
the consent of CLICA, with Selling Broker-Dealers and General Agents for the
distribution of the Contracts; and
WHEREAS, CLICA and CLAFS have entered into a Promotional Agent
Distribution Agreement with Xxxxxxxx Financial that Xxxxxxxx Financial shall
secure duly qualified Selling Broker-Dealers and General Agents to contract
with CLICA and CLAFS for the distribution of the Contracts, refer these Selling
Broker-Dealers and General Agents to contract with CLICA and CLAFS for the
distribution of the Contracts, refer these Selling Broker-Dealers and General
Agents to CLICA for information in obtaining licenses, registrations and
appointments to enable the registered representatives and producers of these
Selling Broker-Dealers and General Agents to sell the Contracts, and provide
educational meetings to familiarize these Selling Broker-Dealers and General
Agents and their registered representatives and producers with the provisions
and features of the Contracts; and
WHEREAS, Selling Broker-Dealer and General Agent wish to participate
in the distribution of the Contracts;
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NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
II. APPOINTMENT
Subject to the terms and conditions of this Agreement, CLICA and CLAFS
hereby appoint ____________________ as Selling Broker-Dealer and
____________________ as General Agent for the solicitation of applications for
the purchase of the Contracts, and Selling Broker-Dealer and General Agent
accept such appointment.
III. AUTHORITY AND DUTIES OF GENERAL AGENT
A. LICENSING AND APPOINTMENT OF PRODUCERS
General Agent is authorized to appoint producers to solicit sales of
the Contracts. General Agent warrants that all producers appointed by General
Agent pursuant to this Agreement shall not solicit nor aid, directly or
indirectly, in the solicitation of any application for any Contract until that
producer is fully licensed under the applicable insurance laws and, in
connection with securities regulated Contracts, is a fully registered
representative of Selling Broker-Dealer. General Agent shall prepare and
transmit the appropriate licensing and appointment forms to CLICA. General
Agent shall pay all fees to state insurance regulatory authorities in
connection with the initial CLICA appointment of producers who already possess
necessary insurance licenses shall be paid by CLICA. Any renewal license fees
due after the initial appointment shall be paid by CLICA, if there has been any
"production" during the period between the initial appointment and the current
renewal, or between the last previous renewal and current renewal; otherwise,
renewal fees shall be paid by General Agent. "Production" is defined as either
a new issued Contract or an additional purchase payment on a previously issued
Contract. General Agent shall periodically provide CLICA with a list of all
producers appointed by General Agent and the jurisdictions where such producers
are licensed to solicit sales of the contracts. CLICA shall periodically
provide General Agent with a list which shows: 1) the jurisdictions where
CLICA is authorized to do business; and 2) any limitations on the availability
of the Contracts in any of such jurisdictions. General Agent agrees to fulfill
all requirements set forth in the General Letter of Recommendation attached as
Exhibit A in conjunction with the submission of licensing and appointment
papers for all applicants as producers submitted by General Agent.
B. REJECTION OF PRODUCER
CLAFS, or CLICA may, by written notice to General Agent, refuse to
permit any producer the right to solicit applications for the sale of any of
the Contracts, require General Agent to cause any producer to cease such
solicitations or sales and cancel the appointment of any producer.
C. SUPERVISION OF PRODUCERS
General Agent shall supervise any producers appointed pursuant to this
Agreement to solicit sales of the Contracts and bear responsibility for all
acts and omissions of each producer. General Agent shall comply with and
exercise all responsibilities required by applicable federal and state law and
regulations. General Agent shall not be responsible for those supervisory
responsibilities belonging to Selling Broker-Dealer under applicable securities
laws which include, but are not limited to, supervising and training producers
in their capacity as registered representatives. Nothing contained in this
Agreement or otherwise shall be deemed to make any producer appointed by
General Agent an employee or agent of CLICA, CLAFS or Xxxxxxxx Financial. If
the act or omission of a producer or any other employee of General Agent is the
proximate cause of any claim, damage or liability (including reasonable
attorneys' fees) to CLICA, CLAFS or Xxxxxxxx Financial, General Agent shall be
responsible and liable therefor.
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Before a producer is permitted to sell the Contracts, General Agent,
Selling Broker-Dealer and producer shall have entered into a written agreement
pursuant to which: 1) producer is appointed a producer of General Agent and a
registered representative of Selling Broker-Dealer; 2) producer agrees that his
or her selling activities relating to securities regulated contracts shall be
under the supervision and control of Selling Broker-Dealer and his or her
selling activities relating to insurance regulated Contracts shall be under the
supervision and control of General Agent; and 3) that producer's right to
continue to sell such Contracts is subject to his or her continued compliance
with such agreement and any procedures, rules or regulations implemented by
Selling Broker-Dealer or General Agent.
IV. AUTHORITY AND DUTIES OF SELLING BROKER-DEALER
A. SUPERVISION OF REGISTERED REPRESENTATIVES
Selling Broker-Dealer agrees that it has full responsibility for the
training and supervision of all persons, including producers of General Agent,
associated with Selling Broker-Dealer who are engaged directly or indirectly in
the offer or sale of securities regulated Contracts. All such persons shall be
subject to the control of Selling Broker-Dealer with respect to their
securities regulated activities. Broker-Dealer shall: 1) train and supervise
producers, in their capacity as registered representatives, in the sale of
securities regulated Contracts; 2) use its best efforts to cause such producers
to qualify under applicable federal and state laws to engage in the sale of
securities regulated Contracts when required; 3) provide CLICA and CLAFS, to
their satisfaction, with evidence of producers' qualifications to sell
securities regulated Contracts; and 4) notify CLICA if any of such producers
ceases to be a registered representative of Selling Broker-Dealer. Selling
Broker-Dealer agrees that a producer must be a registered representative of
Selling Broker-Dealer before engaging in the solicitation of any securities
regulated Contracts and have entered into the written agreement more fully
described in Section III, Paragraph C. CLICA and CLAFS shall not have any
responsibility for the supervision of any registered representative or any
other employee or affiliate of Selling Broker-Dealer. If the act or omission
of a registered representative or any other employee or affiliate of Selling
Broker-Dealer is the proximate cause of any claim, damage or liability
(including reasonable attorneys' fees) to CLICA, CLAFS or Xxxxxxxx Financial,
Selling Broker-Dealer shall be responsible and liable therefore.
Selling Broker-Dealer shall fully comply with the requirements of the
National Association of Securities Dealers, Inc. and of the Securities Exchange
Act of 1934 and all other applicable federal or state laws. Selling
Broker-Dealer shall establish such rules and procedures as may be necessary to
cause diligent supervision of the securities activities of the producers. Upon
request by CLICA or CLAFS, Broker-Dealer shall furnish such records as may be
necessary to establish diligent supervision.
V. AUTHORITY AND DUTIES OF GENERAL AGENT
AND SELLING BROKER-DEALER
A. CONTRACTS
The securities and insurance regulated Contracts issued by CLICA to which this
Agreement applies are listed in Schedule I which may be amended from time to
time by CLICA. CLICA, in its sole discretion, with prior or concurrent written
notice to Selling Broker-Dealer and General Agent, may suspend distribution of
any Contracts. CLICA also has the right to amend any Contracts at any time.
B. SECURING APPLICATION
Each application for a Contract shall be made on an application form
provided by CLICA, and all payments collected by Selling Broker-Dealer, General
Agent or any registered representative and producer shall be remitted promptly
in full, together with such application form and any other required
documentation, directly to CLICA at the address indicated on such application
or to such other address as may be designated. Selling Broker-Dealer and
General Agent
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shall review all such applications for completeness. Check or money order in
payment of such Contracts should be made payable to the order of "Canada Life
Insurance Company of America". All applications are subject to acceptance or
rejection by CLICA in its sole discretion.
C. RECEIPT OF MONEY
All money payable in connection with any of the Contracts, whether as
premium, purchase payment or otherwise and whether paid by or on behalf of any
contract owner or anyone else having an interest in the Contracts, is the
property of CLICA and shall be transmitted immediately in accordance with the
administrative procedures of CLICA without any deduction or offset for any
reason including, but not limited to, any deduction or offset for compensation
claimed by Selling Broker-Dealer or General Agent, unless there has been a
prior arrangement for net wire transmissions between CLICA and Selling
Broker-Dealer or General Agent.
D. NOTICE OF PRODUCER'S NONCOMPLIANCE
Selling Broker-Dealer shall notify CLAFS and General Agent in the
event a producer fails or refuses to submit to the supervision of Selling
Broker-Dealer or General Agent in accordance with this Agreement, the agreement
between Selling Broker-Dealer, General Agent and producer referred to in
Section III, Paragraph C and Section IV, Paragraph A, or otherwise fails to
meet the rules and standards imposed by Selling Broker-Dealer or its registered
representatives or General Agent or its producers. Selling Broker-Dealer or
General Agent shall also immediately notify such producer that he or she is no
longer authorized to sell the Contracts, and both Selling Broker-Dealer and
General Agent shall take whatever additional action may be necessary to
terminate the sales activities of such producer relating to the Contracts.
E. SALES PROMOTION, ADVERTISING AND PROSPECTUSES
No sales promotion materials, circulars, documents or any advertising
relating to any of the Contracts shall be used by Selling Broker-Dealer,
General Agent or any producers unless the specific item has been approved in
writing by CLAFS and CLICA prior to use. Selling Broker-Dealer shall be
provided by Xxxxxxxx Financial, without any expense to Selling Broker-Dealer,
with prospectuses and other material determined to be necessary for use
relating to securities regulated Contracts. Nothing in these provisions shall
prohibit Selling Broker-Dealer or General Agent from advertising life insurance
and annuities on a generic basis.
VI. COMPENSATION
A. COMMISSIONS AND FEES
Commissions and fees payable to Selling Broker-Dealer or General Agent
in connection with the securities regulated Contracts shall be paid on behalf
of CLAFS by CLICA to Selling Broker-Dealer or General Agent, or as otherwise
directed or required by law. Commissions and fees payable to Selling
Broker-Dealer, General Agent or producer in connection with the insurance
regulated Contracts shall be paid by CLICA to Selling Broker-Dealer or General
Agent, or as otherwise directed or required by law. Selling Broker-Dealer or
General Agent, as applicable, shall pay producer. CLAFS will provide Selling
Broker-Dealer and General Agent with a copy of CLICA's current Schedule I.
Unless otherwise provided in Schedule I, commissions will be paid as a
percentage of premiums or purchase payments (collectively, Payments) received
in cash or other legal tender and accepted by CLICA on applications obtained
by the various producers appointed by General Agent hereunder. Upon
termination of this Agreement, all compensation to the Selling Broker-Dealer
and General Agent hereunder shall cease. However, Selling Broker-Dealer and
General Agent shall be entitled to receive compensation for all new and
additional premium payments which are in process at the time of termination,
and shall continue to be liable for any chargebacks pursuant to the provisions
of said Contracts, Commissions and Fee Schedule, or for any other amounts
advanced by or otherwise due CLAFS or CLICA hereunder.
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B. TIME OF PAYMENT
CLICA will pay any commissions due General Agent hereunder no later
than within fifteen (15) days after the end of the calendar month in which
Payments upon which such commission is based are accepted by CLICA. Any
commission payable by CLICA based upon Account Value (defined as The sum of
the Variable Account Value and the Fixed Account Value) will be paid on or
about the date of the policy anniversary.
C. AMENDMENT OF SCHEDULES
CLAFS, CLICA and Xxxxxxxx Financial may, upon at least ten (10) days'
prior written notice to Selling Broker- Dealer and General Agent, change the
Contracts, Commissions and Fee Schedule by written amendment of such Schedule.
Any such change shall apply to compensation due on applications received by
CLICA after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
CLAFS or CLICA may terminate this Agreement if Selling Broker-Dealer,
General Agent or any producer of General Agent rebates, offers to rebate or
withholds any part of any Payments on the Contracts. If Selling Broker-Dealer,
General Agent or any producer of General Agent shall at any time induce or
endeavor to induce any owner of any Contract issued hereunder to discontinue
payments or to relinquish any such Contract, except under circumstances where
there is reasonable grounds for believing the Contract is not suitable for such
person, any and all compensation due Selling Broker-Dealer or General Agent
hereunder shall cease and terminate.
E. INDEBTEDNESS AND RIGHT OF SET OFF
Nothing contained in this Agreement shall be construed as giving
Selling Broker-Dealer or General Agent the right to issue any indebtedness on
behalf of CLICA, CLAFS or Xxxxxxxx Financial. Selling Broker-Dealer and
General Agent hereby authorize CLICA as agent of CLAFS to set off liabilities
of Selling Broker-Dealer and General Agent to CLICA, CLAFS or Xxxxxxxx
Financial against any and all amounts otherwise payable to Selling
Broker-Dealer or General Agent.
VII. GENERAL PROVISIONS
A. WAIVER
Failure of any 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 to be, or shall
constitute, a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.
B. LIMITATIONS
No party other than CLICA shall have the authority to: 1) make,
alter, or discharge any Contract issued by CLICA; 2) waive any forfeiture or
extend the time of making any Payments; or 3) enter into any proceeding in a
court of law or before a regulatory agency in the name of or on behalf of
CLICA. No party other than CLAFS and Xxxxxxxx Financial, respectively, shall
have the authority to: 1) alter the forms or substitute other forms in place
of those prescribed by CLAFS or Xxxxxxxx Financial; or 2) enter into any
proceeding in a court of law or before a regulatory agency in the name of or on
behalf of CLAFS or Xxxxxxxx Financial.
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C. FIDELITY BOND AND OTHER LIABILITY COVERAGE
Selling Broker-Dealer and General Agent hereby assign any proceeds
received from a fidelity bonding company, error and omissions or other
liability coverage to CLICA, CLAFS or Xxxxxxxx Financial, to the extent of
their loss due to activities covered by the bond, policy or other liability
coverage. If there is any deficiency amount, whether due to a deductible or
otherwise, Selling Broker-Dealer or General Agent shall promptly pay such
amount on demand. Selling Broker-Dealer and General Agent hereby indemnify and
hold harmless CLICA, CLAFS and Xxxxxxxx Financial from any such deficiency and
from the costs of collection thereof (including reasonable attorneys' fees).
D. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of
the parties to it and their respective successors and assigns provided that
neither Selling Broker-Dealer nor General Agent may assign this Agreement or
any rights or obligations hereunder without the prior written consent of CLICA
and CLAFS.
E. REGULATIONS
All parties agree to observe and comply with the existing laws and
rules or regulations of applicable local, state, or federal regulatory
authorities and with those which may be enacted or adopted during the term of
this Agreement regulating the business contemplated hereby in any jurisdiction
in which the business described herein is to be transacted. Selling
Broker-Dealer and General Agent shall promptly furnish to CLICA and CLAFS or
their agent, any reports and information which the other party may reasonably
request for the purpose of meeting their reporting and recordkeeping
requirements under the insurance laws of any state, and under federal and state
securities laws and rules of the NASD.
F. INDEMNIFICATION
1) CLAFS agrees to indemnify and hold harmless Selling Broker-Dealer
and General Agent, their officers, directors and employees, against any and all
losses, claims, damages or liabilities to which they may become subject under
the 1933 Act, the 1934 Act, or other federal or state statutory law or
regulations, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
or any omission or alleged omission to state a material fact required to be
stated or necessary to make the statements made not misleading in the
registration statement for the Contracts or any prospectus included as a part
thereof, as from time to time amended and supplemented. Xxxxxxxx Financial
agrees to indemnify and hold harmless Selling Broker-Dealer and General Agent,
their officers, directors and employees, against any and all losses, claims,
damages or liabilities to which they may become subject under the 1933 Act,
1934 Act, or other federal or state statutory law or regulations, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact or any omission or alleged
omission to state a material fact required to be stated or necessary to make
the statements made not misleading in the registration statement for the shares
of Xxxxxxxx Portfolios Inc., (the "Fund") filed pursuant to the 1933 Act or any
prospectus included as part thereof, as from time to time amended and
supplemented.
2) Selling Broker-Dealer and General Agent agree to indemnify and
hold harmless CLAFS, CLICA and Xxxxxxxx Financial, their affiliates and their
officers, directors and employees, against any and all losses, claims, damages
or liabilities to which they may become subject under the 1933 Act, the 1934
Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon: a) any oral or written
misrepresentation by Selling Broker-Dealer or General Agent or their officers,
directors, employees or agents unless such misrepresentation is contained in
the registration statement for the Contracts or Fund Shares, any prospectus
included as a part thereof, as from time to time amended and supplemented, or
any advertisement or sales literature approved in writing by CLICA and CLAFS
pursuant to Section V, Paragraph E,
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of this Agreement, or b) the failure of Selling Broker-Dealer or General Agent
or their officers, directors, employees or agents to comply with any applicable
provisions of this Agreement.
G. NOTICES
All notices or communications shall be sent to the address shown in
this Agreement or to such other address as the party may request, by giving
written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of Georgia.
I. AMENDMENT OF AGREEMENT
CLICA reserves the right to amend this Agreement in writing at any
time. The submission of an application for the Contracts by Selling
Broker-Dealer or General Agent five or more business days after notice of any
such amendment has been sent to the other parties shall constitute agreement to
such amendment.
J. GENERAL AGENT AS BROKER-DEALER
If Selling Broker-Dealer and General Agent are the same person or
legal entity, such person or legal entity shall have the rights and obligations
hereunder of both Selling Broker-Dealer and General Agent and this Agreement
shall be binding and enforceable by and against such person or legal entity in
both capacities.
K. COMPLAINTS AND INVESTIGATIONS
General Agent, Selling Broker-Dealer, CLICA, CLAFS and Xxxxxxxx
Financial agree to cooperate fully in the event of any regulatory
investigation, inquiry or proceeding, judicial proceeding or customer complaint
involving the Contracts. In furtherance of the foregoing: 1) each party will
notify all other parties of any such investigation, inquiry, proceeding or
complaint involving the Contracts or affecting the ability of a party to
perform pursuant to this Agreement within 10 days of obtaining knowledge of the
same; and 2) in the case of a customer complaint, the involved parties will
consult with each other prior to sending any written response with respect to
such complaint.
L. TERMINATION
This Agreement may be terminated, without cause, by any party upon
thirty (30) days' prior written notice; and may be terminated, for cause, by
any party immediately; and shall be terminated if CLAFS and Xxxxxxxx Financial
or Selling Broker-Dealer shall cease to be a registered broker-dealer under the
Securities Exchange Act of 1934 and a member of the NASD.
M. ADDRESS FOR NOTICES
Address For Canada Life Insurance Company of America and
Canada Life of America Financial Services, Inc.
0000 Xxxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Address for Xxxxxxxx Financial
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Address For Selling Broker-Dealer Address for General Agent
_________________________________ ________________________________
_________________________________ ________________________________
_________________________________ ________________________________
This Agreement shall be effective upon execution by General Agent and
Selling Broker-Dealer, and delivery of the Agreement to CLICA or CLAFS.
Dated: _________________
Canada Life of America Financial Canada Life Insurance Company of America
Services, Inc.
By: /s/ Xxxxx X' Xxxxx III, President By: /s/ D. Xxxxx Xxxxx, President
---------------------- ------------------
Xxxxx X' Xxxxx III X. Xxxxx Xxxxx
Xxxxxxxx Financial Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx, President
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Xxxxxxx X. Xxxxxxx
_______________________________ - General Agent, Please Print
By: __________________________ - Name and Title _________________________
Please Print Signature
_______________________________ - Selling Broker-Dealer, Please Print
By: __________________________ - Name and Title _________________________
Please Print Signature
PLEASE COMPLETE THE FOLLOWING:
1. CLICA IS DIRECTED TO MAIL ISSUED POLICIES TO ____________________ (SELECT
ONE POLICYOWNER, BROKER OR HOME OFFICE.) (IMPORTANT NOTE: IF NOT COMPLETED,
CLICA WILL AUTOMATICALLY SEND ISSUED POLICIES TO THE POLICYOWNER.)
2. WE DO/DO NOT (SELECT ONE) WANT TO ALLOW OUR BROKERS THE OPPORTUNITY TO
SELECT COMMISSION OPTIONS ON A CASE BY CASE BASIS. (IMPORTANT NOTE: PLEASE
XXXX ALL OPTIONS, BELOW, IF YOU WILL ALLOW THIS OPPORTUNITY. IF THIS QUESTION
ISN'T ANSWERED BUT ALL BOXES BELOW ARE CHECKED, OR IF THIS QUESTION IS ANSWERED
IN THE AFFIRMATIVE BUT ALL BOXES BELOW ARE NOT CHECKED, CLICA WILL STILL ALLOW
THE CASE BY CASE SELECTION. IF THIS QUESTION IS NOT ANSWERED AND ONLY ONE
OPTION BELOW, IS SELECTED, THEN CLICA WILL NOT ALLOW THE CASE BY CASE
SELECTION.)
COMMISSION SCHEDULE SELECTION: DEFAULT TO "A1" IF NONE SELECTED. A1, B1 & C1
ARE FOR ISSUE AGES 0-80; A2 & B2 FOR ISSUE AGES 81-86. SEE SCHEDULE I FOR
COMMISSION AT ISSUE AGES 86-90 AND ADDITIONAL PREMIUMS AFTER AGE 86.
__________ OPTION A1 - 5.0% OF PREMIUM PLUS 0.25% ANNUAL TRAIL BASED ON
POLICY VALUE AS CALCULATED
ON POLICY ANNIVERSARY, TRAIL INCREASING TO 0.40%
AFTER SURRENDER PERIOD.
__________ OPTION B1 - 6.5% OF PREMIUM, NO TRAIL.
__________ OPTION C - 2.0% OF PREMIUM PLUS 0.75% ANNUAL TRAIL BASED ON
POLICY VALUE AS CALCULATED
ON POLICY ANNIVERSARY.
__________ OPTION A2 - 2.25% OF PREMIUM PLUS 0.25% ANNUAL TRAIL, AS
CALCULATED IN A1.
__________ OPTION B2 - 3.0% OF PREMIUM, NO TRAIL.
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
General Agent hereby certifies to Canada Life Insurance Company of
America (CLICA) that all of the following requirements will be fulfilled in
conjunction with the submission of licensing/appointment papers for all
applicants as producers submitted by General Agent. General Agent will, upon
request, forward proof of compliance with the same to CLICA in a timely manner.
1. We have made a thorough and diligent inquiry and investigation
relative to each applicant's identity, residence and business
reputation and declare that each applicant is personally known to us,
has been examined by us, is known to be of good moral character, has a
good business reputation, is reliable, is financially responsible and
is worthy of a license. Each individual is trustworthy, competent and
qualified to act as an agent for CLICA to hold himself out in good
faith to the general public. We vouch for each applicant.
2. We have on file a U-4 Form which was completed 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, and 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.
3. We certify that all educational requirements have been met for the
specific state in which each applicant is requesting a license, and
that all such persons have fulfilled the appropriate examination,
education and training requirements.
4. If the applicant is required to submit his or her picture and
signature in the state in which he or she is applying for a license,
we certify that those items forwarded to CLICA are those of the
applicant.
5. We hereby warrant that the applicant is not applying for a license
with CLICA in order to place insurance chiefly and solely on his or
her life or property, lives or property of his or her relatives, or
property or liability of his or her associates.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or
all risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
7. We will not permit any applicant to transact insurance as an agent
until duly licensed therefor. 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.
8. We certify that General Agent, Selling Broker-Dealer and applicant
shall have entered into a written agreement pursuant to which a)
applicant is appointed a producer of General Agent and a registered
representative of Selling Broker-Dealer; b) applicant agrees that his
or her selling activities relating to securities regulated contracts
shall be under the supervision and control of Selling Broker-Dealer
and his or her selling activities relating to insurance regulated
Contracts shall be under the supervision and control of General Agent;
and c) that applicant's right to continue to sell such Contracts is
subject to his or her continued compliance with such agreement and any
procedures, rules or regulations implemented by Selling Broker-Dealer
or General Agent.
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SCHEDULE I - STATEMENT OF COMPENSATION
As of February 1, 1997
Subject to the terms and conditions of this Agreement, CLAFS will pay to
Selling Firm compensation based upon the premiums and purchase payments
received from such Selling Firm, in accordance with applicable law, in the
percentages shown below, for CLICA-issued Trillium Variable Annuity, Form 20067
and any subsequent approved form:
B/D CONCESSION
OWNER'S ISSUE AGE 0-80 OWNER'S ISSUE AGE 81-85
Option A1: 5% of premium plus .25% on an Option A2: 2.25% of premium plus .25% annual
annual basis, based on account value of associated trail, calculated as in Option A1.
premium, .0625% first payable at end of 5th quarter Option B2: 3% of premium, no trail.
of the associated premium, end of the following OWNER'S ISSUE AGE 86-90 & ADDITIONAL
quarters thereafter. Option A1 ONLY, the trail PREMIUM ON ISSUED POLICIES, OWNER'S
payable will increase to .40% after Surrender AGE 86-90
Charges are no longer applicable to that premium. Option A3: .50% of premium plus .50% annual
Option B1: 6.5% of premium, no trail. trail, calculated as in Option A1.
Option C: 2% of premium plus .75% annual
trail, calculated as in Option A1.
ADDITIONAL PREMIUM AFTER OWNER'S
ATTAINED AGE 90
Option A4: .50% of premium plus .25% annual
trail, as calculated as in Option A1.
SERVICE FEE AT ANNUITIZATION (Assumes "internal" annuity rates are used.
Service Fee is only paid on annuitized proceeds that are past any applicable
Surrender Charge period.)
I 3% if payout = or > 10 years, or a life annuity, and the amount is $0 - $1 million;
II 1.25% on amounts over $1 million with same payout duration as I;
III 2% if payout = or < 10 years and not a life annuity, and the amount is $0 - $1 million;
IV 1.25% on amounts over $1 million with same payout duration as III.
CHARGEBACKS: (i) In the event a policy is returned to CLICA pursuant to a
"Free Look" provision, the full B/D Concession paid thereon or retained by
Selling Firm pursuant to net submission of premium or purchase payment shall be
charged back to the Selling Firm. (ii) Should any premium or purchase payment
on any policy issued by CLICA be refunded for any reason, Selling Firm shall
repay or return B/D Concession received by it with respect to such premium or
purchase payment. (iii) If a policy was not issued as a result of failure of
Selling Firm to submit to CLICA an application sufficient to satisfy state
insurance laws or CLICA's eligibility requirements, then amounts paid to
Selling Firm shall be returned or repaid. (iv) If a policy was tendered to
CLICA for redemption within 10 business days of the date of activity, then
amounts paid to Selling Firm shall be returned or repaid. (v) For full or
partial withdrawals from the policies, other than those pursuant to Systematic
and/or Free Withdrawals: 100% of all B/D Concession paid to Selling Firm on
amount(s) withdrawn within 6 months of such amount(s) being paid to CLICA and
50% of all B/D Concessions paid to Selling Firm on amount(s) withdrawn from
7-12 months of such amount(s) being paid to CLICA, shall be returned or repaid.
(vi) For annuitizations within 6 months of issue, 100% of all B/D Concession
paid to Selling Firm will be returned or repaid, offset by an amount from 1.25%
to 3%, depending on the amount and duration of payout; and for annuitizations
from months 7-12 after issue, 50% of all B/D Concession paid to Selling Firm
shall be returned or repaid, offset by an amount from 1.25% to 3%, depending on
the amount and duration of payout. For any premium or purchase payment that
has been in the Policy for more than 12 months, there shall be no chargeback on
B/D Concession.
(OVER)
12
To the extent permitted by law, the amount so charged back may, at the option
of CLICA, be set off against B/D Concession otherwise due Selling Firm. In
addition, such other compensation will be payable as are from time to time
agreed by the parties to the foregoing Agreement and which is in accordance
with applicable law, and will be added to this schedule.
The rates of concession specified above and any rates of concession otherwise
determined by the Company will be subject to change at any time by the Company
but no charge will affect the rates of concession in connection with any policy
effected herein for which the initial premium was due prior to the effective
date of such change. Any such changes of concession will be binding upon the
General Agent and/or Broker/Dealer when the Company sends notice thereof in
writing to him/her and will take effect from the date specified in such notice.
