EXHIBIT 24(B)3(V)
AMENDMENT TO GENERAL AGENT AND BROKER-DEALER SELLING AGREEMENT
WHEREAS, Xxxx Xxxxxxx Life Insurance Company (U.S.A.) and Xxxx Xxxxxxx
Distributors, L.L.C. ("we' or "us") have entered into a Selling Agreement with
Broker-Dealer and General Agent ("you" or "your") for the sale of group and
individual variable annuities;
WHEREAS, the Selling Agreement provides that we may amend the Selling Agreement
by sending written notice of a proposed amendment to you, and you shall be
deemed to have accepted the proposed amendment by submission of any annuity
application on or after the fifth business day after the date on which it was
sent;
WHEREAS, the purpose of this Amendment to the Selling Agreement is to describe
the relationship you will have with us in connection with our Guaranteed Income
For Life (GIFL) Rollover Annuity and Individual Retirement Account ("XXX")
Rollover Program ("Rollover Program");
WHEREAS, the Rollover Program is separate and distinct from your sales as
broker-dealer of record for group annuity contracts to fund ERISA qualified
401(k) retirement plans or individual annuity contracts to fund IRAs. You will
not have any obligation to determine the suitability of any annuity purchases by
your clients under this Rollover Program.;
WHEREAS, certain of your customers have established a relationship with us
pursuant to their investments in a 401(k) plan;
WHEREAS, beneficiaries and participants of the 401(k) plan may, upon certain
events, request complete withdrawals or terminations of their interests in the
401(k) plan ("Terminating Participants");
WHEREAS, we will provide certain educational and other information to such
Terminating Participants, and we and our affiliates may facilitate the funding
of a rollover XXX for such Terminating Participants with the GIFL Rollover
Annuity;
WHEREAS, we recognize your role as Broker-Dealer of record for the 401(k) plan
and as a current or potential source of business for additional 401(k) plan
business that generates prospects for the Rollover Program; and
WHEREAS, we wish to set forth the rights, duties and obligations with respect to
the Rollover Program.
NOW, THEREFORE, the parties hereby amend the Selling Agreement as follows:
1. DEFINED TERMS
Capitalized terms used in this Amendment that are not defined in this
Amendment shall have the meaning ascribed to them in the Selling Agreement
and any prior supplement or amendment.
2. PARTICIPATION IN THE ROLLOVER PROGRAM
Under the Rollover Program, we will offer the GIFL Rollover Annuity to
certain Terminating Participants who already own GIFL in their Xxxx Xxxxxxx
401k plan and need a portability solution to maintain their benefit. For
participant rollovers handled through our Rollover Education Center, Xxxx
Xxxxxxx Distributors, LLC will serve as the broker-dealer of record on any
sales of the GIFL Rollover Annuity under this Rollover Program. You will
not have any obligation to determine the suitability of any annuity
purchases by your clients under this Rollover Program. For purposes of this
Amendment, the term "your client" shall mean any Terminating Participant
who participated in a 401(k) plan funded by a Xxxx Xxxxxxx group annuity
contract for which you served as broker-dealer or agent of record. We will
only offer the services under the Rollover Program to Terminating
Participants who are your clients if they hold 401(k) balances of $75,000
or less, or, at your direction, for certain of those with account balances
that exceed $75,000. When the Terminating Participant's balance exceeds
$75,000, or a higher amount set by you and agreed to by the Terminating
Participant, the Terminating Participant will be referred out to the
Registered Representative on record for the plan.
3. COMPENSATION
We recognize the contribution that you have made to the development of the
GIFL Rollover Program pursuant to this Agreement. We agree to pay you
compensation for those Terminating Participants who are your clients and
purchase the GIFL Rollover Annuity under the Rollover Program ("Rollover
Compensation"). We will pay your Rollover Compensation at an annual rate of
0.25 percent of your clients' assets invested in the GIFL Rollover Annuity
under the Rollover Program. Such payments shall be made to you at least
quarterly in arrears, and shall be your sole compensation related to the
Rollover Program.
If, a Contract is tendered for redemption within seven business days after
acceptance of the rollover application or, for any reason, our sale of the
GIFL Rollover Annuity to fund an XXX under the Rollover Program is
reversed, you shall not be entitled to receive or retain any of the
Rollover Compensation on such sales and shall pay to us on demand in full
the amount of the Rollover Compensation received by you in connection with
such sale. We may also withhold and retain from the amount of the Rollover
Compensation a sum sufficient to discharge any amount due and payable by
you to us.
The Rollover Compensation is not related in any way to sales-based or
asset-based payments you may earn pursuant to the Selling Agreement or to a
supplemental agreement to the Selling Agreement for the sale of individual
variable annuity contracts. Your clients' investments in the GIFL Rollover
Annuity shall not be included in any calculation of your Marketing Support
payments.
We do not have any obligation to continue to pay the Rollover Compensation
to you after termination of the Selling Agreement.
IN WITNESS WHEREOF, we have executed this notice of Amendment and provided
it to you as required under the Selling Agreement, to be effective as of
____________, 2008.
XXXX XXXXXXX LIFE INSURANCE COMPANY
(U.S.A.)
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By:
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Title:
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XXXX XXXXXXX DISTRIBUTORS, L.L.C.
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By:
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Title:
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