Exhibit 3 (b)
SELLING AGREEMENT
Agreement, made this [ ] day of [ ],[ ], by and between Lincoln Benefit Life
Company ("LBL"), a Nebraska Corporation; Allstate Life Financial Services, Inc.
("ALFS"), a Delaware Corporation, and ("BD"), a Corporation. This Agreement will
be construed in accordance with the laws of the State of Nebraska.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE FINANCIAL SERVICES, INC.
By: By:
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BROKER/DEALER ASSOCIATED INSURANCE AGENCY (If BD is
utilizing such agency pursuant to
Section 12)
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(Name) (Name)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Title: Title:
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For States:
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Whereas, LBL issues certain variable insurance contracts/policies ("Contracts")
described in this Agreement, which are deemed securities under the Securities
Act of 1933 ("1933 Act"); and
Whereas, ALFS is duly licensed as a Broker/Dealer with the National Association
of Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission
("SEC"); and
Whereas, BD is duly licensed as a Broker/Dealer with the NASD and the SEC, and
Whereas, each Associated Insurance Agency is an insurance agent in the states
noted above; and
Whereas, LBL has appointed ALFS as the Underwriter of the Contracts, and
Whereas, LBL and ALFS propose to have BD's representatives ("Representatives")
who are also duly licensed insurance agents solicit sales of the Contracts, and
Whereas, ALFS delegates to BD, to the extent legally permitted, training and
certain administrative responsibilities and duties in connection with sales of
the Contracts.
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
1. APPOINTMENT
ALFS hereby authorizes BD to supervise solicitations of the Contracts, and to
facilitate solicitations of sales of the Contracts which are described in the
Schedule(s) of Commissions attached hereto. LBL hereby appoints Associated
Insurance Agency to solicit sales of the contracts.
2. REPRESENTATIONS
a. LBL, ALFS and BD and Associated Insurance Agency each represents to
the other that it and the above signed officers have full power and
authority to enter into this Agreement.
x. XXXX represents to BD that it is registered as a Broker/Dealer under
the Securities Exchange Act of 1934 ("1934 Act") and under the Blue
Sky Laws of each jurisdiction in which such registration is required
for the sale of the Contracts and that ALFS is a member of the NASD.
c. BD represents to ALFS that it is registered as a Broker/Dealer under
the 1934 Act and under the Blue Sky Laws of each jurisdiction in which
such registration is required for the sale of the Contracts, and that
the BD is a member of the NASD.
d. LBL represents to BD and Associated Insurance Agency that the
Contracts, including related separate accounts, shall comply with the
registration and all other applicable requirements of the 1933 Act and
the Investment Company Act of 1940, and the rules and regulations
thereunder, including the terms of any order of the SEC with respect
thereto.
e. LBL represents to BD and Associated Insurance Agency that the
Contracts it issues have been duly filed and approved by the state
insurance departments in such jurisdictions where it is authorized to
transact business.
f. LBL represents to BD that the Contract prospectuses included in LBL's
Registration Statement and in post-effective amendments thereto, and
any supplements thereto, as filed or to be filed with the SEC, as of
their respective effective dates, contain or will contain, all
statements and information which are required to be stated therein by
the 1933 Act and in all respects conform or will conform, to the
requirements thereof.
g. If BD utilizes an Associated Insurance Agency, BD represents that the
Associated Insurance Agency is licensed in all states in which it
conducts business. BD and the Associated Insurance Agency represent
that they are in compliance with the terms and conditions of no-action
letters issued by the staff of the SEC with respect to
non-registration as a broker/dealer of an insurance agency associated
with a registered broker/dealer. BD and Associated Insurance Agency
shall notify ALFS immediately in writing if BD and/or such agency fail
to comply with any such terms and conditions and shall take such
measures as may be necessary to comply with any such terms and
conditions. If Associated Insurance Agency is the same person as BD,
this Paragraph does not apply, and BD shall undertake all the duties,
responsibilities and privileges under this Agreement.
3. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES AND STATE INSURANCE LAWS
BD agrees to abide by all rules and regulations of the NASD, including its
Conduct and Membership and Registration Rules, and BD and Associated Insurance
Agency agree to comply with all applicable state and federal laws and the rules
and regulations of authorized regulatory agencies affecting the sale of the
Contracts.
4. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
a. BD and Associated Insurance Agency are hereby specifically authorized
to designate those registered representatives of BD, or individuals
associated with the Associated Insurance Agency ("Agents"), proposed
to be engaged in solicitation of sales of the Contracts for
appointment by LBL as individual insurance agents. BD and Associated
Insurance Agency shall not propose a registered representative, or
Agent, for appointment unless such representative, or Agent, is duly
licensed as an insurance agent in the state(s) in which it is proposed
that such representative, or Agent, engage in solicitations of sales
of the Contracts. BD and Associated Insurance Agency together shall be
responsible for registered representatives', and Agents', compliance
with applicable insurance agent licensing standards.
b. BD and Associated Insurance Agency shall assist LBL and ALFS in the
appointment of BD's registered representatives, and Agents, under
applicable insurance laws to sell the Contracts. BD and Associated
Insurance Agency shall comply with LBL requirements for, including the
General Letter of Recommendation (attached as Exhibit A), in
submitting licensing or appointment documentation for proposed
registered representatives and Agents. All such documentation shall be
submitted by BD or Associated Insurance Agency to LBL or its
designated agent licensing administrator.
c. LBL reserves the right to refuse to appoint any such designated
individual or, once appointed, to terminated or refuse to renew the
appointment of any such designated individual. Only those registered
representatives who are duly licensed as insurance agents and
appointed by LBL (herein, "Representatives") shall have authority to
solicit sales of the Contracts. Only those Agents who are registered
representatives of BD shall have authority to solicit sales of the
Contracts. Agents who are not registered representatives of BD are not
authorized to sell Contracts. BD and Associated Insurance Agency shall
notify ALFS immediately in writing if any Representative appointed by
LBL ceases to be a registered representative of BD or if any
Representative or Agent ceases to be properly licensed in any state.
5. SUPERVISION OF REPRESENTATIVES
a. BD shall have full responsibility for training and supervision of all
Representatives associated with BD who are engaged directly or
indirectly in the offer or sale of the Contracts and all such persons
shall be subject to the control of BD with respect to such persons'
activities in connection with the sale of the Contracts. BD shall
comply with the administrative procedures of LBL and ALFS involving
federal securities law and state insurance law. There should be a
comparable Representative for the Associated Insurance Agency.
b. Before Representatives and Associated Insurance Agency engage in the
solicitation of applications for the Contracts, BD and Associated
Insurance Agency will cause (1) the Representatives to be registered
representatives of BD; (2) the Representatives to qualify under
applicable federal and state laws to engage in the sale of the
Contracts; (3) the Representatives to be trained in the sale of the
Contracts; and (4) such Representatives to limit solicitation of
applications for the Contracts to jurisdictions where LBL has
authorized such solicitation.
c. BD is specifically charged with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising
and all other communications with the public in connection with the
Contracts. No sales solicitation, including the delivery of
supplemental sales literature or other such materials, shall occur, be
delivered to , or used with a prospective purchaser unless accompanied
or preceded by the appropriate then current prospectus(es).
d. In the event a Representative or Agent fails to meet the BD's or
Associated Insurance Agency's rules and standards, BD or Associated
Insurance Agency shall notify LBL and shall act to terminate the sales
activity of such Representative or Agent relating to the Contracts.
e. Upon request by LBL, BD and Associated Insurance Agency shall furnish
appropriate records or other documentation to evidence BD's and
Associated Insurance Agency's diligent supervision.
6. SALES PROMOTION MATERIAL AND ADVERTISING
a. BD, Associated Insurance Agency, Agents and Representatives, in
connection with the offer or sale of the Contracts of Solicitation of
a payment or other transaction under a Contract, shall not give any
information or make any representations or statements, written or
oral, concerning the Contracts inconsistent with information or
representations contained in the prospectus, statement of additional
information and registration statement for the Contracts or in reports
or proxy statements thereof, or in promotional, sales of advertising
material or other information supplied and approved in writing by ALFS
for such use, the contracts of materials furnished by LBL, BD,
Associated Insurance Agency, agents and Representatives may not modify
or represent that they may modify any such prospectus, statement of
additional information, registration statement, promotional, sales of
advertising materials.
b. No item of sales promotion materials or advertising relating to the
Contracts, including any illustrations or software programs therefore,
shall be used by BD, Associated Insurance Agency, Agents of
Representatives unless the specific item has been provided by LBL and
ALFS or has first been approved in writing by LBL and ALFS for use.
LBL and ALFS reserve the right to recall any material provided by them
at any time for any reason, and BD and Associated Insurance Agency
shall promptly comply with any such request for the return of material
and shall not use such material thereafter.
7. ETHICAL MARKET CONDUCT COMPLIANCE
In addition to the requirement that you comply with the rules and regulations
pertaining to supervision, underwriting practices, acceptance of risks, delivery
of policies and all other areas of LBL's business, the BD and BD's
representatives are required to:
(a) Comply with LBL's and ALFS's policies and procedures concerning the
replacement of life insurance policies and annuity policies. A replacement
occurs whenever an existing life insurance policy or annuity is terminated,
converted, or otherwise changed in value. For any transaction involving a
replacement, LBL and ALFS requires you to:
(1) recommend the replacement of an existing policy only when replacement
is in the best interest of the customer;
(2) fully disclose all relevant information to the customer, which
information includes: 1) comparison of old and new premiums, expenses
and surrender charges, cash values, and death benefits; 2) any loss of
cash value or policy value by surrendering the existing policy; 3) all
guaranteed and maximum values of both policies; 4) the fact that a new
contestability and suicide period starts under the new policy; and 5)
the requirement that the customer must be re-underwritten for the new
policy;
(3) provide state-required replacement notices to customers on the same
day the application is taken and indicate on the application that the
transaction involves the full or partial replacement of an existing
policy; (4) never recommend that a customer cancel an existing policy
until a new policy is in force and the customer has determined that
the new policy is acceptable.
(b) Adhere to LBL's rules and regulations concerning ethical market conduct,
which require that you:
(1) carefully evaluate the insurance needs and financial objectives of
your clients, and use sales tools (e.g. policy illustrations and sales
brochures) to determine that the insurance or annuity you are
proposing meets these needs;
(2) maintain a current license and valid appointment in all states in
which you promote the sale of LBL products to customers and keep
current of changes in insurance laws and regulations by reviewing the
bulletins and newsletters that LBL publishes;
(3) comply with LBL policies concerning replacements, and refrain from
providing false or misleading information about a competitor or
competing product or otherwise making disparaging remarks about a
competitor;
(4) submit all advertising materials intended to promote the sale of an
LBL product to the home office for approval prior to use;
(5) immediately report to LBL any customer complaints, whether written or
oral, and assist LBL in resolving the complaint to the satisfaction of
all parties;
(6) communicate these standards to any producers or office personnel that
you directly supervise and request their agreement to be bound by
these conditions as well.
8. SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
LBL. BD will review all sales for suitability and all applications for
completeness and correctness as to form. BD will promptly, but in no case later
than the end of the next business day following receipt by BD or a
Representative, forward to LBL all complete and correct applications for
suitable transactions, together with any payments received with the
applications, without deduction for compensation. LBL reserves the right to
reject any Contract application and return any payment made in connection with
an application which is rejected. Contracts issued on accepted applications will
be forwarded to BD or its Representatives for delivery to the Contract Owner.
9. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of LBL and shall be transmitted to LBL by BD immediately upon
receipt by BD or Associated Insurance Agency or any Agent or Representative in
accordance with the administrative procedures of LBL, without any deduction or
offset for any reason, including by example but not limitation, any deduction or
offset for compensation claimed by BD. CUSTOMER CHECKS SHALL BE MADE PAYABLE TO
THE ORDER OF "LINCOLN BENEFIT LIFE COMPANY."
10. COMMISSIONS PAYABLE
Commissions payable in connection with the contracts shall be paid to BD or
Associated Insurance Agency according to the Commission Schedule(s) relating to
this Agreement as they may be amended from time to time and in effect at the
time the Contract Payments are received by LBL. LBL reserves the right to revise
the Commission Schedules at any time upon at least thirty (30) days prior
written notice to BD. Compensation to the BD's Representatives for Contracts
solicited by the Representatives and issued by LBL will be governed by agreement
between BD and its Representatives and its payment will be the BD's
responsibility.
11. CANCELLATION OF POLICY
If LBL is required to refund premiums or return contract values and waive
surrender charges on any Contract for any reason, then no commission will be
payable with respect to said premiums and any commission previously paid for
said premiums must be refunded to ALFS. ALFS agrees to notify BD within thirty
(30) days after it receives notice from LBL of any premium refund or a
commission chargeback.
12. ADDITIONAL PARTY TO THIS AGREEMENT
In the event that BD is not licensed as an insurance agency in any state where
it wishes to solicit contracts, but utilizes an Associated Insurance Agency to
satisfy state insurance laws, such Associated Insurance Agency shall sign this
Agreement and BD shall countersign this Agreement, and BD and its Associated
Insurance Agency shall be duly bound thereby.
13. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
No party to this Agreement will be liable for any obligation, act or omission of
the other. Each party to this Agreement will hold harmless and indemnify LBL,
ALFS, and BD, as appropriate, for any loss or expense suffered as a result of
the violation or noncompliance by that party or the Associated Persons of that
party by any applicable law or regulation. The term "Associated Person" as used
herein shall be defined consistently with the definition of such term as
contained in Article I of the NASD By-Laws.
Without limiting the above paragraph, in situations when "as of" pricing is
necessary in connection with the Contracts (and a loss is incurred to compensate
the Contract owner for reduced Contract values) the party whose actions resulted
in the loss will bear the costs according to pricing procedures established by
LBL.
14. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent.
15. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of the right to terminate this
Agreement at a later time for any of these causes.
16. AMENDMENTS
Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
17. INDEPENDENT CONTRACTORS
BD and its Representatives are independent contractors with respect to LBL and
ALFS.
18. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
a. BD and Associated Insurance Agency agree to notify ALFS in a timely
fashion of any disciplinary proceedings against any of BD's
Representatives soliciting sales of the Contracts or any threatened or
filed arbitration action or civil litigation arising out of BD's
solicitation of the Contracts.
b. BD and Associated Insurance Agency shall cooperate with LBL in
investigating and responding to any customer complaint, attorney
demand, or inquiry received from state insurance departments or other
regulatory agencies or legislative bodies, and in any settlement or
trial of any actions arising out of the conduct of business under this
Agreement.
c. Any response by BD or Associated Insurance Agency to an individual
customer complaint will be sent to LBL and ALFS for approval not less
than five (5) business days prior to it being sent to the customer,
except that if a more prompt response is required, the proposed
response may be communicated by telephone, facsimile or in person.
19. BOOK AND RECORDS
a. LBL, ALFS and BD and Associated Insurance Agency agree to maintain the
books, accounts and records so as to clearly and accurately disclose
the nature and details of transactions and to assist each other in the
timely preparation of records. ALFS and BD shall each submit such
records to the regulatory and administrative bodies which have
jurisdiction over LBL or the underlying mutual fund shares.
b. Each party to this Agreement shall promptly furnish to the other party
any reports and information which the other party may request for the
purpose of meeting its reporting and record keeping requirements under
the insurance laws of any state, and under the federal and state
securities laws or the rules of the NASD.
20. CONFIDENTIALITY
Each party to this Agreement shall maintain the confidentiality of any material
designated as proprietary by another party, and shall not use or disclose such
information without the prior written consent of the party designated such
material as proprietary.
21. LIMITATIONS
No party other than LBL shall have the authority on behalf of LBL to make,
alter, or discharge any Contract issued by LBL, to waive any forfeiture or to
grant, permit, or to extend the time of making any Payments, or to alter the
forms which LBL may prescribe or substitute other forms in place of prescribed
by LBL; or to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of LBL.
22. TERMINATION
This Agreement may be terminated at the option of any party upon ten (10) days
written notice to the other parties, or at the option of any party hereto upon
the breach by any party of the covenants and terms of this Agreement.
23. NOTICE
All notices to LBL and ALFS relating to this Agreement should be sent to Lincoln
Benefit Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. All notices to BD will be
duly given if mailed to the address shown above.
24. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those provisions
not affected by the determination of unenforceability shall remain in full force
and effect.
EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
BD hereby certifies to Lincoln Benefit Life Company ("LBL") that all the
following requirements will be fulfilled in conjunction with the submission of
appointment papers for all applicants as agents of LBL submitted by BD. BD will,
upon request, forward proof of compliance with same to LBL in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence, business reputation, and experience
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
appointment as a variable contract agent of LBL. This inquiry and
background investigation has included a credit and criminal check on each
applicant. Based upon our investigation, we vouch for each applicant and
certify that each individual is trustworthy, competent and qualified to act
as an agent for LBL to hold himself out in good faith to the general
public.
2. We have on file the appropriate state insurance department licensing forms
or 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 or appointment and
all the findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
state each applicant is licensed in, and that, all such persons have
fulfilled the appropriate examination, education and training requirements.
4. 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.
5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by LBL. No applicants have been given a
contract of furnished supplies, nor have any applicants been permitted to
write, solicit business, or act as an agent in any capacity on behalf of
LBL, and they will not be so permitted until the certificate of authority
applied for is received.
