| EPOCH SECURITIES, INC.
SERVICE | 000 XXXXXXXX XXXX
AGREEMENT | XXXXXXXXXXXX, XXXXXXXXXXXXX 00000
This Service Agreement (the "Agreement"), effective as of May 1, 2008 (the
"Effective Date"), by and between Epoch Securities, Inc. ("Epoch," a Delaware
corporation), located at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000,
Commonwealth Annuity and Life Insurance Company ("Commonwealth Annuity," a
Massachusetts corporation), First Allmerica Financial Life Insurance Company
("First Allmerica," a Massachusetts corporation) and ________________________
(herein the "Broker-Dealer").
WITNESSETH:
WHEREAS, Commonwealth Annuity and First Allmerica issued certain variable
annuity contracts and variable life policies (collectively, the "Contracts") for
which VeraVest Investments, Inc. (formerly known as Allmerica Investments, Inc.)
was the exclusive principal underwriter at the time the Contracts were initially
sold, and for which Security Distributors Inc. became principal underwriter at
the time VeraVest Investments, Inc. ceased business operations; and
WHEREAS, the Insurance Companies have appointed Epoch as the exclusive principal
underwriter for the Contracts, thereby replacing Securities Distributors, Inc.
as principal underwriter; and
WHEREAS, Broker-Dealer previously entered into a Sales Agreement or Service
Agreement with VeraVest Investments, Inc. and/or with Security Distributors,
Inc. for the sales and servicing of the Contracts, and such Sales Agreement or
Service Agreement has been terminated; and
WHEREAS, certain Registered Representatives of Broker-Dealer were formerly
affiliated with a broker-dealer which sold and serviced the Contracts and/or
certain Registered Representatives of Broker-Dealer have acquired clients who
own Contracts; and
WHEREAS, such Registered Representatives are desirous of servicing those
Contract owners who are their clients and, if applicable, who were their clients
while they were affiliated with a prior broker-dealer; and
WHEREAS, the Insurance Companies are willing to consent to such Contract owners
being serviced by such Registered Representatives only if Broker-Dealer agrees
to supervise the activities of such Registered Representatives related to such
Contract owners; and
WHEREAS, Broker-Dealer agrees to provide appropriate supervision of its
Registered Representatives related to such Contract owners, subject to the terms
and conditions set forth in
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this Agreement;
NOW THEREFORE, the parties hereto agree as follows:
Epoch, subject to the terms and conditions set forth in this Agreement,
authorizes and appoints Broker-Dealer to service existing Contracts through its
Registered Representatives. Broker-Dealer accepts this authorization and
appointment and agrees to the terms and conditions set forth below.
SECTION 1 DEFINITIONS
CONTRACT ADMINISTRATOR -The Contract Administrator is se2, a division of
Security Benefit Life Insurance Company, which administers the Contacts on
behalf of the Insurance Companies. All correspondence to the Insurance Companies
should be directed to the Insurance Companies in care of the Contract
Administrator at 0000 XX 0xx Xxxxxx, Xxxxxx, Xxxxxx 00000-0000.
FINRA - The Financial Industry Regulatory Authority, previously known as the
National Association of Securities Dealers.
INSURANCE COMPANIES - All Contracts have been issued by Commonwealth Annuity and
Life Insurance Company (herein "Commonwealth Annuity") (formerly known as
Allmerica Financial Life Insurance and Annuity Company) and/or First Allmerica
Financial Life Insurance Company (herein "First Allmerica"), which are
collectively referred to as the "Insurance Companies,"
The Home Office of Commonwealth Annuity is 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, XX
00000.
The Home Office of First Allmerica is 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000.
1934 ACT - The Securities Exchange Act of 1934, as amended.
SECTION 2. RELATIONSHIP OF PARTIES
Broker-Dealer agrees that it is and shall continue to act at all times as an
independent contractor while this Agreement remains in force. Nothing in this
Agreement will be construed to create the relationship of employer and employee
between Epoch or either Insurance Company and Broker-Dealer, or any of its
employees, agents or Registered Representatives. Broker-Dealer and each
Registered Representative will be free to exercise their independent judgment as
to the time, place and manner of servicing the Contracts. However, Broker-Dealer
and its Registered Representatives shall have no authority to act on behalf of
Epoch or the Insurance Companies in a manner which does not conform to
applicable statutes, ordinances, or governmental regulations or to reasonable
rules adopted from time to time by Epoch or the Insurance Companies.
SECTION 3. LIMITATIONS ON AUTHORITY
Broker-Dealer understands and agrees that this Agreement is being entered into
solely for the purpose of permitting Registered Representatives of Broker-Dealer
to service existing Contracts issued by the Insurance Companies and that neither
said Registered Representatives nor Broker-Dealer shall solicit or accept any
new applications for Contracts on behalf of the Insurance
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Companies, unless Broker-dealer has entered into a separate Selling Agreement
with Epoch with respect to the Contracts.
SECTION 4. LICENSING AND APPOINTMENT OF REGISTERED REPRESENTATIVES
(a) Epoch hereby authorizes Broker-Dealer to recommend Registered
Representatives for appointment by the Insurance Companies as life insurance
agents. Epoch shall request the Insurance Companies to apply for life insurance
agent appointments in the appropriate jurisdictions for such recommended
Registered Representatives. The Insurance Companies shall appoint a Registered
Representative as their life insurance agent only if Broker-Dealer agrees (i) to
reimburse the appointing Insurance Company for any licensing and/or appointment
fees the Insurance Company may incur in conjunction with the requested
appointment; and (ii) to pay a reasonable servicing fee, to be determined by the
appointing Insurance Company.
(b) If a Registered Representative is no longer to be treated as the agent of
record on a Contract, Broker-Dealer shall promptly notify Epoch and the issuing
Insurance Company in writing and, within thirty (30) business days of such
notice, identify a Registered Representative who will act as the successor agent
of record.
(c) Notwithstanding the foregoing, the Insurance Companies, in their sole and
absolute discretion, reserve the right to refuse to appoint any proposed
Registered Representative and/or to terminate with or without cause any
Registered Representative who has been appointed by the Insurance Companies.
SECTION 5. AGREEMENTS BY BROKER-DEALER
(a) Broker-Dealer agrees that at all times when performing its duties under this
Agreement that it shall be duly registered as a securities broker-dealer under
the 1934 Act, shall be a member in good standing of the FINRA, and shall be duly
licensed or registered as a securities broker-dealer in each jurisdiction where
such licensing or registration is required in connection with the servicing of
the Contracts or the supervision of Registered Representatives who service the
Contracts.
(b) Broker-Dealer agrees that at all times when performing its duties under this
Agreement that it shall be duly licensed and appointed as a life insurance agent
in each jurisdiction in which it intends to perform hereunder.
(c) Broker-Dealer agrees that it shall be responsible for carrying out its
obligations under this Agreement in continued compliance with the FINRA Conduct
Rules, federal and state securities laws and regulations, and state insurance
laws and regulations. Broker-Dealer and its Registered Representatives are not
authorized to make any representations concerning a Contract other than those
contained in the Contract prospectus or in such sales literature or advertising
materials as may be authorized by Epoch.
(d) Broker-Dealer agrees not to use or distribute, in writing or electronically,
sales literature or advertising material, if any, relating to the Contracts,
unless the specific item has been provided by Epoch or has first been approved
for use in writing by Epoch. Epoch reserves the right to
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recall any sales material provided by it at any time for any reason, and
Broker-Dealer shall promptly comply with any such request for the return of such
material and shall not use any such material thereafter. Additionally,
Broker-Dealer shall promptly return all sales material related to the Contracts
promptly upon termination of this Agreement. On and after the Effective Date,
Broker-Dealer agrees to use no sales material relating to the Contracts provided
to it by VeraVest or by Security Distributors, Inc.
(e) Broker-Dealer agrees that it shall be fully responsible for ensuring that no
person shall service Contracts on behalf of the Insurance Companies until such
person is appropriately licensed, registered and otherwise qualified to service
Contracts under applicable state and federal insurance and securities laws.
(f) Broker-Dealer agrees to train, supervise and be solely responsible for the
conduct of its Registered Representatives in the servicing of the Contracts and
for compliance with FINRA Conduct Rules, and applicable rules and regulations of
any other governmental or other agency that has jurisdiction over the servicing
of the Contracts.
(g) Broker-Dealer shall maintain policies and procedures reasonably designed to
ensure that its Registered Representatives shall not make investment
recommendations or other recommendations to a Contract owner in the absence of
reasonable grounds to believe that the recommendation is suitable for such
Contract owner. Such determination will be based upon, but will not be limited
to, information furnished to a Registered Representative after reasonable
inquiry of such owner concerning the owner's age, insurance and investment
objectives, other security holdings, financial situation and needs. Upon request
by Epoch or the Insurance Companies, Broker-Dealer agrees to promptly provide a
copy of its current written suitability procedures to Epoch or the Insurance
Companies. Broker-Dealer agrees that a request for a copy of Broker-Dealer's
suitability procedures in no way transfers responsibility for suitability
determinations to Epoch or the Insurance Companies.
(h) Broker-Dealer agrees on its own behalf, and on behalf of the Registered
Representatives, to comply with any trading restrictions/requirements of the
mutual funds or other investment vehicles underlying the Contracts. In the event
Epoch or the Insurance Companies are the subject of an information request by an
underlying fund in accordance with Rule 22c-2 under the Investment Company Act
of 1940, Broker-Dealer agrees to cooperate fully and to provide such information
as Epoch or the Insurance Companies reasonably request in respect to such
information request. If requested by an underlying fund, Broker-Dealer agrees to
restrict or prohibit further purchases or exchanges of fund shares by Registered
Representatives and/or customers of Registered Representatives.
(i) Broker-Dealer agrees that it shall maintain policies and procedures
reasonably designed to ensure that its Registered Representatives conduct their
business with respect to the Contracts at all times as follows:
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(i) A Registered Representative shall not service Contracts in any
jurisdiction until such Registered Representative is properly trained
and, if required under applicable law, is licensed and appointed as a
life insurance agent in such jurisdiction.
(ii) A Registered Representative shall utilize only sales literature and
advertising material that has been approved in writing by Epoch.
(j) Commissions or other compensation, if any, with respect to the Contracts
shall be paid to Broker-Dealer. Broker/Dealer agrees that it shall be solely
responsible for any payments to Registered Representatives in connection with
any commissions or other compensation it receives with respect to the Contracts.
Broker-Dealer shall indemnify, defend and hold Epoch and Insurance Companies
harmless from any and all actions, proceedings or claims by Registered
Representatives in respect of such commissions or other compensation.
SECTION 6. AGREEMENT BY EPOCH
(a) Epoch agrees that at all times while this Agreement remains in force that it
shall be a registered broker-dealer under the 1934 Act and be a member in good
standing of the FINRA.
(b) During the term of this Agreement, Epoch (or its designee) will provide to
Broker-Dealer, without charge, as many copies of the prospectus(es) (and any
amendments, or supplements thereto) for the Contracts and for any underlying
fund(s) as Broker-Dealer may reasonably request. Upon termination of the
Agreement, any prospectuses and other materials and supplies furnished by Epoch
to Broker-Dealer shall be promptly returned to Epoch.
(c) Epoch (or its designee) agree to promptly notify Broker-Dealer of newly
declared effective prospectus(es) for the Contracts and any amendments or
supplements thereto.
SECTION 7. ILLUSTRATIONS
Broker-Dealer and its Registered Representatives will not furnish any Contract
owner with an illustration of the financial or other aspects of a Contract
unless the same has been furnished by the Insurance Companies or by Epoch.
SECTION 8. ACCOUNTING FOR FUNDS COLLECTED
Broker-Dealer will account for and remit immediately to the Administrator all
funds received or collected for or on behalf of the Insurance Companies, without
deduction for any commissions or for any claim Broker-Dealer or any Registered
Representative may have against the Insurance Companies, VeraVest Investments,
Inc., Security Distributors Inc., the Administrator, or any of their respective
affiliates. Broker-Dealer will make such reports and file such substantiating
documents and records with respect to such funds as the Insurance Companies may
reasonably require.
SECTION 9. INDEMNIFICATION
(a) Broker-Dealer shall indemnify, defend and hold the Insurance Companies,
Epoch, the Administrator and their officers, directors, employees, agents, and
any of their respective affiliates, harmless from any liability arising from any
act or omission of Broker-Dealer, its
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affiliates, or any of their officers, directors, life insurance agents,
employees or Registered Representatives, including but not limited to, any
fines, penalties, reasonable attorney's fees, costs of settlement, damages or
financial loss.
(b) Epoch shall indemnify, defend and hold the Broker-Dealer, and its officers,
directors, insurance agents, employees and Registered Representatives, harmless
from any liability arising from any act or omission of Epoch, its affiliates, or
any of its officers, directors or employees, including but not limited to, any
fines, penalties, reasonable attorney's fees, costs of settlement, damages or
financial loss.
(c) The indemnifications provided by this Section 8 shall survive termination of
this Agreement.
SECTION 10. COMMISSION REPAYMENTS
If a Contract owner rescinds a Contract or exercises a right to surrender a
Contract for return of all payments made pursuant to the terms of the Contract,
Broker-Dealer will repay, within 10 days of receipt of a written or facsimile
request for repayment, to the issuing Insurance Company the amount of any
commissions received by Broker-Dealer on the Contract. At the option of Epoch,
to the extent permitted by law, Epoch may deduct any such amount to be repaid
from any compensation payable under this Agreement, whether such compensation is
then due or thereafter becomes due.
SECTION 11. BASIS OF COMPENSATION
(a) While this Agreement remains in force, Epoch or its designee shall pay to
Broker-Dealer commissions or other compensation, if any, payable on Contracts
(1) serviced by Registered Representatives affiliated with Broker-Dealer and (2)
for which Broker-Dealer is the broker/dealer of record as determined by the
Administrator's records. Such commissions or other compensation payable, if any,
shall be calculated and paid pursuant to the terms and conditions of the sales
agreement in force between VeraVest Investments, Inc. (formerly, Allmerica
Investments, Inc.) and the broker-dealer with which the Registered
Representative was affiliated at the time the Contract was sold, as such sales
agreement may have been amended from time to time and as may be amended
hereafter pursuant to Section 16 of this Agreement. Broker-Dealer agrees to pay
the servicing Registered Representative in accordance with its compensation
arrangement with the Registered Representative.
SECTION 12. TIME OF PAYMENT OF COMMISSIONS
A payment will not be considered made until it has been received by the
Administrator at the address set forth in SECTION 1. DEFINITIONS, above. On
payments made, commissions or other compensation, if any, will be paid at
regular intervals in accordance with the rules of the Insurance Companies and
Epoch.
SECTION 13. TERMINATION
(a) This Agreement shall automatically terminate immediately and without notice
upon Broker-Dealer ceasing to comply with any of the terms and conditions of
this Agreement or upon the dissolution, bankruptcy or insolvency of
Broker-Dealer.
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(b) Whether or not there is a breach of this Agreement, Broker-Dealer or Epoch
may terminate this Agreement by giving thirty (30) days' written notice.
(c) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease, except for:
(i) the indemnifications provided in Section 9;
(ii) the obligation to pay commissions or other compensation due on the
date of termination; and
(iii) the provisions of Section 10 relative to commission repayments.
Except as provided in (ii) no further commissions or other
compensation shall be paid to Broker-Dealer after termination of this
Agreement.
SECTION 14. RIGHT OF SET-OFF
Epoch and the Insurance Companies shall have a lien on any commissions or other
compensation payable under this Agreement, whether or not such commissions or
other compensation is now due or hereafter becomes due, and may apply any such
monies to the satisfaction of indebtedness to Epoch or to either Insurance
Company to the extent permitted by law. The foregoing right of set-off on the
part of Epoch and the Insurance Companies shall not prevent all or any of them
from pursuing any other means or remedies available to them to recover any such
indebtedness.
SECTION 15. NON-WAIVER OF BREACH
Waiver of any breach of any provision of this Agreement will not be construed as
a waiver of the provision or of the right of Epoch to enforce said provision
thereafter.
SECTION 16. ASSIGNABILITY
This Agreement is not assignable by Broker-Dealer. Without the written consent
of Epoch and the Insurance Companies, no rights or interest in or to any
commissions or other compensation payable hereunder will be subject to
assignment, and any attempted assignment, sale or transfer of any such
compensation without such written consents will immediately make this Agreement
void and shall be a release to Epoch and to the Insurance Companies in full of
any and all of their obligations hereunder.
SECTION 17. RESERVATION OF RIGHT TO CHANGE
Epoch reserves the right at any time, and from time to time, to change
prospectively the terms and conditions of this Agreement, including but not
limited to the rates of commissions. Any change will become effective on the
date specified in a notice or, if later, 10 days after the notice is given to
Broker-Dealer. However, the requirement to give advance notice shall not apply
if the change becomes necessary or expedient by reason of legislation or the
requirements of any governmental body and, in the opinion of Epoch, it is not
reasonably possible to meet the 10 day requirement. Changes will not be
retroactive.
SECTION 18. COMPLAINTS AND INVESTIGATIONS
Broker-Dealer, Epoch and the Insurance Companies agree to cooperate fully in any
customer complaint, regulatory proceeding or judicial proceeding with respect to
Broker-Dealer, Epoch,
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the Insurance Companies, their affiliates or their Registered Representatives to
the extent that any such customer complaint or proceeding is in connection with
Contracts serviced under this Agreement. Without limiting the foregoing:
(a) Broker-Dealer will be notified promptly by Epoch of any written customer
complaint or of notice of any regulatory inquiry or audit or any judicial
proceeding which it receives or of which it becomes aware, which involves
Broker-Dealer or any Registered Representative and may be related to any
Contract covered by this Agreement.
(b) Any response by Broker-Dealer to a customer complaint or to a regulatory
inquiry or audit arising out of the conduct of its Registered Representatives or
the activities of Broker-Dealer with respect to the Contracts must be sent to
Epoch not less than five business days prior to the response being sent to the
customer or regulatory authority; provided, however, that if a more prompt
response is required, the proposed response shall be communicated to Epoch by
telephone or facsimile transmission.
SECTION 19. CONFIDENTIALITY AND PRIVACY
(a) Each party will keep confidential information ("Confidential Information")
it may acquire as a result of this Agreement including any customer list or
other propriety information that it may acquire in the performance of this
Agreement, and shall not use such customer list or information without the prior
written consent of the other party which requirement shall survive the
termination of this Agreement.
(b) Broker-Dealer agrees that its activities conducted under this Agreement, and
any use or disclosures of information, shall comply with all privacy and
security requirements of the federal Xxxxx-Xxxxx-Xxxxxx Act and other applicable
federal, state, and local privacy laws, regulations, and ordinances.
(c) In addition to the foregoing, Broker-Dealer shall implement and maintain
administrative, technical and physical safeguards (the "Security Procedures")
designed to: (i) ensure the security and confidentiality of Confidential
Information and of "Nonpublic Personal Information" (as that term is defined
under Section 6809(4) of the Xxxxx-Xxxxx-Xxxxxx Act, and its applicable
implementing regulations); (ii) protect against any anticipated threats or
hazards to the security or integrity of Confidential Information and Nonpublic
Personal Information; and (iii) protect against unauthorized access to or use of
Confidential Information and Nonpublic Personal Information that could result in
harm or inconvenience to Epoch or the Insurance Companies, and their employees,
customers or consumers. Broker-Dealer shall identify to Epoch a Broker-Dealer
representative who will serve as a 24/7 data security contact.
(d) Broker-Dealer warrants and covenants that its Security Procedures will, at
all times during the effective term of this Agreement, (i) comply with all laws
and regulations applicable to Broker-Dealer, (ii) meet or exceed the information
security standards and practices that are commonly utilized by the leading
service providers in Broker-Dealer's industry that have access to Confidential
Information or Nonpublic Personal Information, and (iii) in no event offer less
protection than that which Broker-Dealer affords to its own confidential
information and
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materials.
(e) Broker-Dealer further agrees that, unless otherwise agreed by Epoch in
writing, it will not modify the Security Procedures in any way that might
reasonably be expected to reduce the overall scope or level of security
protections that (i) were in effect as of the Effective Date of this Agreement
or (ii) were enhanced or increased after the Effective Date.
(f) If Broker-Dealer becomes aware of any actual or suspected unauthorized
access to Confidential Information and/or Nonpublic Personal Information (an
"Incident"), Broker-Dealer will take appropriate actions to contain and mitigate
the Incident, including notification to Epoch as soon as possible, but at most
within twenty-four (24) hours of learning of the Incident (subject to any delay
requested by an appropriate law enforcement agency), to enable Epoch to
expeditiously implement its response program. Upon request of Epoch,
Broker-Dealer will cooperate with Epoch to investigate the nature and scope of
any Incident and to take appropriate actions to mitigate, remediate and
otherwise respond to the Incident or associated risks. Without limiting the
foregoing, Epoch shall make the final decision on whether and how to notify any
Epoch employees, customers, consumers and/or the general public of any such
Incidents, subject to applicable law.
SECTION 20. ANTI-MONEY LAUNDERING
Each party agrees to comply with the compliance and reporting provisions imposed
under the USA Patriot Act (2001) (the "Patriot Act"). Broker-Dealer hereby
represents that it: has established an Anti-Money Laundering Program that
complies in all material respects with the Patriot Act and other applicable
anti-money laundering laws and regulations; knows and verifies the identity of
its customers; maintains records regarding the identity of each customer for at
least five years following account termination; and screens all new customers
against the Office of Foreign Assets Control ("OFAC") control list.
Broker-Dealer understands that under the Patriot Act additional anti-money
laundering regulations may become effective from time to time and agrees to take
such action as may be necessary to comply with any new or additional anti-money
laundering regulations.
SECTION 21. BONDING
Broker-Dealer agrees that at all times while this Agreement remains in force
that it shall be covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company. Such bond shall
be, at a minimum, of the form, type and amount required under FINRA rules, and
endorsed to extend coverage to transactions relating to the Contracts. Epoch may
require evidence, satisfactory to it, that such coverage is in force and
Broker-Dealer shall give prompt written notice to Epoch of any notice of
cancellation of the bond or change of coverage. Upon the failure or inability of
Broker-Dealer to obtain or renew such bond, Epoch may terminate this Agreement
at its discretion.
SECTION 22. NOTICE
Whenever this Agreement requires a notice to be given, the requirement shall be
considered to have been met if delivered or mailed postage prepaid to the
applicable address below, or such other addresses as may be specified in writing
from time to time by the parties:
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If to Commonwealth Annuity:
Commonwealth Annuity and Life Insurance Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000.
Attention: General Counsel
If to First Allmerica:
First Allmerica Financial Life Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
If to Epoch:
Epoch Securities Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000.
Attention: General Counsel
If to Broker-Dealer:
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----------------------------------
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SECTION 23. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the United States, the Commonwealth of Massachusetts (without regard to its
choice of law provisions), and the rules of the FINRA, as applicable.
SECTION 24. SEVERABILITY
The provisions of this Agreement are severable, and if any provision of this
Agreement is found to be invalid, such provision shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision.
SECTION 25. ARBITRATION
All claims and controversies arising out of or related to this Agreement, except
actions for equitable relief pending an arbitration award, shall be submitted to
binding arbitration in Boston, Massachusetts (or such other location as may be
agreeable to all the parties to the arbitration) in accordance with the Code of
Arbitration procedure of the FINRA, if the FINRA accepts jurisdiction, and, if
not, by a panel of three neutral arbitrators under the Commercial Arbitration
Rules of the American Arbitration Association. Judgment upon an award of the
arbitrators may be entered and enforced in any court having jurisdiction. The
parties to such dispute will equally share the fees and expenses of the
arbitrators. The parties agree that the prevailing party in any such
arbitration, as determined by the arbitrators, shall be entitled to reasonable
attorneys' fees.
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SECTION 26. CAPTIONS
Captions are used for informational purposes only and no caption shall be
construed to affect the substance of any provision of this Agreement.
SECTION 27. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which,
taken together, shall constitute one agreement, and any party hereto may execute
this Agreement by signing any such counterpart.
SECTION 28. EFFECTIVENESS, ENTIRE CONTRACT, PRIOR AGREEMENTS
This Agreement contains the entire contract between the parties. Upon execution
it will replace all previous agreements between Broker-Dealer, Security
Distributors, Inc., VeraVest Investments, Inc., and the Insurance Companies, or
any of them, relating to the servicing of the Contracts. It is hereby understood
and agreed that any other agreement or representation, commitment, promise or
statement of any nature, whether oral or written, relating to or purporting to
relate to the relationship of the parties is hereby rendered null and void.
IN WITNESS WHEREOF, the parties have executed this Agreement to take effect on
the Effective Date.
------------------------------------- EPOCH SECURITIES, INC.
Name of Broker-Dealer
By: By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: ------------------------------- Name: Xxxxxx X. Xxxxxx
Title:------------------------------- Title: Chief Compliance Officer
Date:-------------------------------- Date: March 12, 2008
COMMONWEALTH ANNUITY AND LIFE INSURANCE
COMPANY on behalf of FIRST ALLMERICA
COMMONWEALTH ANNUITY FINANCIAL LIFE INSURANCE COMPANY
AND LIFE INSURANCE COMPANY pursuant to Power of Attorney
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President Title: President
Date: March 12, 2008 Date: March 12, 2008
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