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EXHIBIT 1-a(3)(b)(i)
SELLING GROUP AGREEMENT XXXXXX FINANCIAL SERVICES, INC.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
Dear Sirs: Dated____________________
As principal underwriter, we invite you to join a Selling Group for the
distribution of shares of the Xxxxxx Mutual Funds named in the Addendum hereto,
(herein called "Funds") but only in those states in which the shares of the
respective Funds may legally be offered for sale. As exclusive agent of each of
the Funds, we offer to sell to you shares of the Funds on the following terms:
1. In all sales of these shares to the public you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for the issuer, for us or for any other member of the Selling Group.
2. Orders received from you will be accepted by us only at the public
offering price applicable to each order, as established by the then current
Prospectus of Each Fund, subject to the discount, if any, hereinafter provided.
Upon receipt from you of any order to purchase shares of a Fund, we shall
confirm to you in writing or by wire to be followed by a confirmation in
writing. Additional instructions may be forwarded to you from time to time. All
orders are subject to acceptance or rejection by us in our sole discretion.
3. (a) You may offer and sell shares to your customers only at the
public offering price determined in the manner described in the
current Prospectus of each Fund. The public offering price is
the net asset value per share plus a sales charge from which you
shall receive a discount equal to a percentage of the applicable
offering price as set forth on the Addendum.
(b) The scale shown on the Addendum is applicable to purchases made
at one time by "any person," which term shall include an
individual, or an individual, his spouse and children under the
age of 21, or a trustee, guardian or other fiduciary of a single
trust estate or single fiduciary account including a pension,
profit sharing or other employee benefit trust created pursuant
to a plan qualified under Section 401 of the Internal Revenue
Code.
(c) The scale is also applicable to the concurrent purchase of shares
of two or more of the Funds (for which there is a sales charge),
and to the aggregate amount of purchases of shares of such Funds
made by any of the persons enumerated above within a thirteen
month period pursuant to a Letter of intent in the form provided
by us, which includes provision for a price adjustment, depending
upon the actual amount purchased within such period.
(d) The sales charges and dealer discounts set forth on the Addendum
are computed on a cumulative basis at the rate applicable to the
amount being purchased plus the value (at the maximum offering
price) of all shares of the Funds (for which there is a sales
charge) then held by the investor and are subject to other
discounts as set forth in the then current Prospectus of each
Fund. We must be notified by the investor or by you each time a
purchase qualifies for a reduced sales charge as a result of the
investor's existing holdings.
(e) Shares of certain Funds may be sold at net asset value to
organizations exempt from federal income tax under Section 501
(c)(3) or (13) of the Internal Revenue Code or a pension, profit
sharing or other employee benefit plan qualified under Section
401 of the Internal Revenue Code, provided that five million
dollars or more (one million dollars or more for Xxxxxx
International Fund) is invested in the Fund by such organization
as provided in the Prospectus for such Fund (the foregoing is not
applicable for Xxxxxx Municipal Bond Fund, Xxxxxx California
Tax-Free Income Fund or Funds for which there is no sales
charge). Shares owned or purchased in other Xxxxxx Mutual Funds
by such organizations are not counted for this purpose or towards
completion of a Letter of Intent. We may pay you up to .15% of
the net asset value of shares sold by you to such organizations
at net asset value in accordance with the foregoing.
4. By accepting this agreement, you agree:
(a) To purchase shares only from us or from your customers.
(b) That you will purchase shares from us only to cover purchase
orders already received from your customers, or for your own bona
fide investment.
(c) That you will not purchase shares from your customers at a price
lower than the bid price then quoted by or for the Fund involved.
You may, however, sell shares for the account of your customer to
the Fund, or to us as agent for the Fund, at the bid price
currently quoted by or for the Fund and charge your customer a
fair commission for handling the transaction.
(d) that you will not withhold placing with us orders received from
your customers so as to profit yourself as a result of such
withholding.
5. We will not accept from you any conditional orders for shares.
6. If any shares confirmed to you under the terms of this agreement are
repurchased by the issuing Fund or by us as agent for the Fund; or are tendered
for repurchase, within seven business days after the date of our confirmation of
the original purchase order, you shall forthwith refund to us the full discount
allowed to you on such shares. We agree to pay to the Fund our share of the
sales charge on such shares, and upon receipt from you of your discount, to pay
the same forthwith to the Fund. We will notify you of any such repurchase
within ten business days of such repurchase. In case of any such repurchase
from an organization purchasing shares at net asset value under paragraph 3(e)
above, you shall return any payment made by us to you under such paragraph 3(e)
with respect to such shares.
7. Payment for shares ordered from us shall be in New York clearing
house funds and must be received by the Funds' agent, DST Systems, Inc., 000
Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 within seven days after our
acceptance of your order. If such payment is not received, we reserve the
right, without notice, forthwith to cancel the sale or, at our option, to sell
the shares ordered back to the Fund, in which case we may hold you responsible
for any loss, including loss of profit, suffered by us as a result of your
failure to make such payment.
8. Shares sold to you hereunder shall be available in negotiable form
for delivery at DST Systems, Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000, against payment, unless other instructions have been given.
9. No person is authorized to make any representations concerning
shares of any Fund except those contained in the current Prospectus of such Fund
and in printed information subsequently issued by the Fund or by us as
information supplemental to such Prospectus.
10. All sales will be made subject to our receipt of shares from the
Fund. We reserve the right, in our discretion, without notice, to suspend sales
or withdraw the offering of shares entirely, to change the price, or to modify,
cancel or change the terms of this agreement. This agreement shall be in
substitution for any prior agreement between us regarding these shares the
Addendum hereto may be modified or supplemented from time to time by us by
notice to you.
11. Your acceptance of this agreement constitutes a representation (i)
that you are a registered security dealer and a member in good standing of the
National Association of Securities Dealers, Inc. and that you agree to comply
with all applicable state and federal laws, rules and regulations applicable to
transactions hereunder and to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., including specifically Section 26,
Article III thereof, or (ii) if you are offering and selling shares of the Funds
only in jurisdictions outside of the several states, territories and possessions
of the United States and are not otherwise required to be a member of the
National Association of Securities Dealers, Inc., that you nevertheless agree to
conduct your business in accordance with the spirit of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and to observe
the laws and regulations of the applicable jurisdiction. You likewise agree
that you will not offer or sell shares of any Fund in any state or other
jurisdiction in which they may not lawfully be offered for sale.
12. All communications to us should be sent to the address in the heading
above. Any notice to you shall be duly given if mailed or telegraphed to you at
the address specified by you below. This agreement shall be construed in
accordance with the laws of Illinois.
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VARIABLE CONTRACTS
This Selling Group Agreement in effect between us provides for the offering
of variable contracts ("Contracts") issued by Xxxxxx Investors Life Insurance
Company: "KILICO" for which Xxxxxx Financial Services, Inc., ("KFS") serves as
distributor. You may offer and sell Contracts to your customers only through
your registered representatives who are variable contract licensed pursuant to
applicable state law and who have been specifically appointed by KILICO to
solicit Contracts in the applicable jurisdiction.
You may offer and sell the Contracts only in accordance with the terms and
conditions of the currently effective Prospectus or offering brochures
applicable to the Contracts and to any Fund which may serve as a funding
vehicle for the Contracts. You may not make any representation, including
any representation regarding the tax status of the Contracts, not included in
such Prospectuses, offering brochures or in any written, authorized advertising
or sales material supplied by KILICO and you shall further be liable for any
claim against KILICO or KFS arising from your failure to comply with the
provision. Any proposed advertising, printed material or presentation script
relating to the Contracts must be approved in writing by KILICO prior to its
use.
In no event shall you forward to KILCO less than any payment collected by
your registered representative, without deduction for compensation or
commission.
XXXXXX FINANCIAL SERVICES, INC.
By_______________________________
Authorized Signature
We have read the foregoing agreement and accept and agree to the terms and
conditions thereof.
Firm ____________________________
Witness:_____________________________ By_______________________________
Authorized Signature
Address:_________________________
The above agreement should be executed in duplicate and one copy returned to us.
(Dealer Copy)
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KILICO
DISTRIBUTION
ORGANIZATION
AGREEMENT
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XXXXXX INVESTORS LIFE INSURANCE COMPANY
000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
DISTRIBUTION ORGANIZATION AGREEMENT
Xxxxxx Investors Life Company, herein called the "Company, and ____________
___________________________________________________________________________
(a Corporation organized under the laws of the State of___________________),
(a partnership organized under the laws of the State of___________________),
(an individual proprietorship situated in the State of ___________________),
with offices at __________________________, City of_______________________,
State of _____________________________, Zip Code _______, herein called the
"Distribution Organization", hereby agree as follows:
1. The Company hereby appoints the Distribution Organization to represent the
Company subject to the limitations of this Agreement in the following
Territory:
2. The Distribution Organization agrees that no exclusive rights are granted
in such Territory, and accepts such non-exclusive appointment subject to all of
the terms and conditions of this Agreement, as such may be amended from time to
time. The Distribution Organization agrees to be diligently devoted to the
business of this appointment, and use its best efforts.
A. DUTIES OF THE DISTRIBUTION ORGANIZATION
The Distribution Organization shall, in accordance with the Company's rules and
practices and governmental statues, regulations and rulings:
1. Actively seek and obtain qualified individuals or agencies experienced in
life insurance and annuities for appointment as General Agents of the Company.
For purposes of this Distribution Organization Appointment, an Appointed
General Agent shall be an insurance agent or agency which has become licensed
with the Company, has entered into a General Agent Agreement with the Company
at the request of the Distribution Organization and has been accepted by the
Company and designated by the Company's records. Each appointed General Agent
and Agent shall be an independent contractor with the Company. Nothing herein
contained shall be construed to create the relationship of employer and
employee between Company and an appointed General Agent or Agent. The
Distribution Organization shall use, without
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alteration, the printed forms of General Agent's or Agent's Agreements,
furnished by the Company for the appointment of a General Agent or Agent. No
such Agreement shall be in force until approved in writing by a duly authorized
officer of the Company. The Distribution Organization shall not modify the
terms of such Agreement by means of any other Agreement with the General Agent
or Agent without the Company's approval. The Company reserves the right to
refuse to license any such proposed General Agent or Agent.
2. Provide training, supervision and administrative services to appointed
General Agents and their Agents in connection with the sale of the Company's
insurance products in accordance with the Company's rules and practices;
3. Maintain and distribute to its appointed General Agents adequate supplies
of Company authorized training, advertising and such other material as the
Company may prescribe;
4. At the Company's request, conduct preliminary underwriting activities
including arranging medical examinations and other authorized requirements in
respect of applications for the Company's life insurance policies which are
solicited by appointed General Agents and Agents in accordance with written
instructions provided by the Company;
5. Conduct its activities in respect of the Company's business only in those
locations approved by the Company in writing. The Company shall have the
option at its sole discretion, to terminate any such agreement in accordance
with the terms of the Agreement.
6. Maintain accurate records of appointed General Agent's and Agent's
activities and promptly notify the Company of any infractions of insurance laws
or regulations or Company rules by an appointed General Agent or Agent.
7. Pay all licensing fees (first time, renewal and otherwise) for all General
Agents and Agents.
8. Provide all ledgers and replacement forms. This includes obtaining the
Company's Silent Partner System and responsibility for expenses incurred in
training licensed General Agents, and Agents operating under supervision of the
Distribution Organization.
9. Provide sales/seminar support services, acting as first line of contact for
General Agents and Agents operating under supervision of the Distribution
Organization.
B. SOLICITATION/PREMIUM COLLECTION
1. The Distribution Organization is authorized, both personally, and through
General Agents and Agents jointly appointed by the Company and the Distribution
Organization (and operating under the supervision of the Distribution
Organization) to: (a) solicit and procure applications of a kind and character
satisfactory to the Company for life insurance policies and annuity contracts
specified in the attached Schedule of Commissions and Allowances, but only to
the extent such policies and contracts have been approved for sale in the
Territory, or parts of the Territory, which Schedule
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is by this reference made a part of this Agreement, as such may be amended from
time to time, and to transmit such applications to the Company; and (b) collect
the first premium on such policies and contracts issued by the Company, all in
accordance with the Company's detailed requirements with respect thereto as
such may be issued, amended or supplemented from time to time.
a. All applications for such policies and contracts shall be made on
application forms supplied by the Company, and all such completed applications
and supporting documents shall be the property of the Company and promptly
delivered to it.
b. All applications are subject to acceptance by the Company at its sole
discretion.
c. The Distribution Organization shall have no authority to alter, modify,
waive or change any of the terms, rates or conditions of the Company's
applications, policies or contracts or any other Company form. The
Distribution Organization shall have no authority except that which is
expressly set forth in this Agreement, and no other authority may be implied
from the authority expressly granted.
d. the premiums collected by the Distribution Organization shall be remitted
promptly in full, together with such application and other documentation
required by the Company, directly to the Company at the address indicated on
the signature page of this Agreement, or to such address as the Company may
designate from time to time. Checks or money orders for the Premium shall be
drawn to the order of the Company. All moneys received by the Distribution
Organization as full or partial payment of the first premium on such policies
or contracts shall be held by the Distribution Organization in a fiduciary
capacity until remittance to the Company, in accordance with the current
requirements of the Company in this regard.
e. The full amount of the first premium must be collected by the Distribution
Organization on or before delivery of any life insurance policy or any annuity
contract.
f. Notwithstanding the foregoing, the Distribution Organization, with the
written permission of the Company and upon such conditions as it may impose in
such permission, may, in lieu of remitting the entire premium collected, deduct
and retain the applicable commission, and remit the balance of the first
premium to the Company. Any such deduction and retention of the first year
commission shall be in trust for the Company until the Company notifies the
Distribution Organization in writing that the policy, to which such commission
relates, is approved or disapproved. If approved, issued and delivered
according to the rules of the Company, such commission shall then become the
property of the Distribution Organization unless otherwise subject to lien or
offset in favor of the Company. If the application for the policy is approved,
such commission will be subject to disposition as directed by the Company.
Nothing contained herein shall permit commingling of the funds of the Company
with the funds of the Distribution Organization to any extent.
g. All premiums due after the first shall be collected by the Company.
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h. The distribution Organization shall not solicit or procure applications
outside the Territory, nor in any jurisdiction in which the Distribution
Organization is not licensed as a life insurance agent or the Company is not
authorized to solicit or sell its policies and contracts. The Distribution
Organization shall not transmit any policy or certificate where the health of
the insured named thereon is other than stated in the application or health
questionnaire.
2. The Distribution Organization agrees to take all reasonable action to
prevent policies and contracts, issued pursuant to applications procured under
the terms of this Agreement, from lapsing.
3. The Distribution Organization shall not, at any time, either during or
after termination of this Agreement, induce any policyholder of the Company to
relinquish, surrender or lapse any policy issued by the Company without prior
written approval of the Company.
4. The Distribution Organization shall keep customary and accurate accounts of
receipts and disbursements and shall, at the Company's request and in
accordance with its instructions, account for all policies, receipts, premiums
and other moneys received, and all property and supplies received from the
Company. The Company may at any time during regular business hours review
and/or make copies of the records of such accounts which copies shall become
the property of the Company. The Company will furnish the Distribution
Organization a copy of the Distribution Organization's ledger account with the
Company within a reasonable time after receipt of a written request thereof.
C. DISTRIBUTION ORGANIZATION SCHEDULE OF COMMISSION AND ALLOWANCES
1. In consideration of the duties and responsibilities of the Distribution
Organization, the compensation set forth in the Schedule of Commissions and
Allowances, as amended from time to time, will be paid to the Distribution
Organization, except as provided below, on premiums paid and accepted by the
Company for the designated life insurance policies and annuity contracts listed
in the Schedule of Commissions and Allowances, which are applied for by the
appointed General Agents and Agents under the supervision of the Distribution
Organization and which are issued on and after the effective date of this
Distribution Organization Agreement. The Company may, at any time, amend the
Schedule of Commissions and Allowances and change the rates of commissions and
the period during which they shall be payable for any policies applied for on
or after the effective date of such change, and such Amended Schedule shall
supercede all other Commission Schedules without necessity of signatures, and
will become effective on the date stated on the amended Schedule.
a. No premium shall be considered paid in cash to the Company until it shall
have been actually collected and received by the Company.
b. The commissions and allowances payable under this Agreement to the
Distribution Organization except in those circumstances where payments are made
to the General Agent in accordance with a General Agent's Agreement shall be
compensation in full for: (a) all services performed by the
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Distribution Organization and the licensed General Agents and Agents operating
under the Distribution Organization's supervision under this Agreement, and (b)
all expenses incurred by the Distribution Organization and such licensed
General Agents and Agents in connection with this Agreement. In those cases
where a General Agent Agreement exists between the Distribution Organization
and the Company, commissions to the Distribution Organization will be reduced
accordingly on such business produced.
c. The Distribution Organization shall be obligated to return to the Company
commissions paid under the circumstances and conditions set forth in the
Schedule of Commissions and Allowances.
d. No further commissions shall be paid with respect to premiums received on
reinstated policies which previously had been in lapsed condition for three
months or more, unless the reinstatement was accomplished solely through the
efforts of the Distribution Organization or licensed General Agents or Agents
acting under the Distribution Organization's supervision and while this
Agreement remains in force.
e. If a new policy is issued within twelve months before or after the date of
surrender of, or date of discontinuance of premium payments on, a then or
formerly existing policy issued by the Company on the same life, the
Distribution Organization shall not be entitled to a commission on such new
policy.
f. Monies paid to the Company to be held by the Company and to be applied by
it in payment of premiums due in the future ("premiums paid in advance") shall
not be considered premiums upon which commissions, if any, are due and payable
until such monies are actually applied in payment of premiums at the time such
are due.
g. Commissions will not be paid on premiums waived or commuted by reason of
death, disability or exercise of policy options.
h. The Company shall have the right to refuse to pay commissions on policies
or contracts issued on applications submitted by licensed General Agents or
Agents operating under the Distribution Organizations's supervision, on
applicants whose permanent residence is outside the Distribution Organization's
Territory.
2. The Company may offset against any claim for commissions and any other
compensation, payable by the Company to the Distribution Organization under
this Agreement or under any other agreement with the Company now or hereafter
existing, any existing or future indebtedness of the Distribution Organization
to the Company and any advances heretofore or hereafter made by the Company to
the Distribution Organization. Such indebtedness and advances shall be a first
lien against any such compensation. The Distribution Organization may not
offset against such indebtedness any compensation accrued or to accrue under
this Agreement or under any other agreement with the Company now or hereafter
existing. All indebtedness of the Distribution Organization to the Company
shall be debited to the Distribution Organization's account. In the event the
company is required to pursue formal collection procedures in order to collect
any indebtedness under the
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terms of this Agreement, the Distribution Organization agrees to be responsible
for any expense incurred by the Company, be it the fee of a collection agent,
attorney, or other costs, including court costs.
D. ADVERTISING/SALES LITERATURE
1. All sales literature, sales materials and advertising, relating to policies
and contracts to be marketed under this Agreement, prepared by the Distribution
Organization must be first submitted to the Company for its approval, and shall
not be used with the prior written approval of an authorized officer of the
Company, and such use shall be subject to such terms, conditions and
limitations as may be imposed by the Company in such approval.
a. Such approval may abe withdrawn by the Company in whole or in part upon
notice to the Distribution Organization, shall, upon receipt of such notice,
immediately discontinue the use of such sales literature, sales material and
advertising.
b. The Distribution Organization shall maintain a complete file of all such
sales literature, sales material and advertising, including specimen copies
thereof, which has been printed, published or otherwise used, with a notation
indicating the manner and extent of distribution or other use of such sales
literature, sales material and advertising (including, without limitation of
the foregoing, the dates of publication, and the names of the publications in
which any of such advertising appears). The Distribution Organization shall
report to the Company within ten days after the end of each calendar month, the
manner and extent distribution or other use of such sales literature, sales
material and advertising during such calendar month, so that the Company will
always be fully apprised thereof.
c. "Advertising: is hereby defined to be material designed to create public
interest in life insurance or annuities or in the Company, or to induce the
public to purchase, increase, modify, reinstate, or retain a policy including:
1. printed and published material, audiovisual material, descriptive
literature used in direct mail, newspapers, magazines, radio and
television scripts, billboards, and similar displays;
2. descriptive literature and sales aids of all kinds issued by the
Distribution Organization, including but not limited to circulars,
leaflets, booklets, depictions, illustrations, and form letters;
3. material used for the recruitment, training, and education of General
Agents and Agents operating under the supervision of the Distribution
Organization which is designed to be used or is used to induce the
public to purchase, increase, modify, reinstate, or retain a policy;
4. prepared sales talks, presentations, and material for use by the
Distribution Organization, and licensed General Agents and Agents
operating under the Distribution Organization's supervision.
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2. All manuals, guides, books, tapes, programs and other materials developed
by the Company which may be delivered to the Distribution Organization from
time to time, and the information contained therein, will remain the sole and
exclusive property of the Company, and shall be used solely in the solicitation
of applications for policies and contracts covered by this Agreement. These
materials may not be reproduced in any way without the prior written approval
of an authorized officer of the Company. Upon termination of this Agreement,
such items will be returned promptly to the Company. None of the information
furnished the Distribution Organization shall be disclosed to the Company's
competitors without its written consent.
E. LICENSING/INDEPENDENT CONTRACTOR
1. The Company agrees to cooperate with the Distribution Organization in
securing, to the extent required by state insurance law, the licensing of
General Agents and Agents operating under the Distribution Organization's
supervision as life insurance agents for the Company. The Distribution
Organization, however, recognizes the responsibility of supervision of such
licensed General Agents and Agents, and agrees to supervise such licensed
General Agents and Agents, and to exercise all responsibilities required by
applicable federal and state laws and regulations, and regulations of any self
regulatory organization or stock exchange.
F. RIGHTS OF THE COMPANY
1. In addition to other rights set forth herein or implied or necessitated by
the terms hereof, the Company specifically reserves the rights to: (a) modify
or amend any policy or contract form, (b) discontinue or withdraw any policy or
contract form from the Distribution Organization's Territory or any part
thereof, and this may be done without prejudice to continuing such form in any
other Territory of the Company or in any other part of the Distribution
Organization's Territory, (c) fix maximum and minimum limits on the amounts for
which any policy or contract form may be issued, (d) modify or alter the
conditions or terms under which any policy or contract form may be sold, or
regulate its sale in any way, (e) cease doing business in all or any part of
the Distribution Organization's Territory, (f) change commissions or other
compensation on policies or contracts issued in the Distribution Organization's
Territory, (f) change commissions or other compensation on policies or
contracts issued in the future upon prior notice to the Distribution
Organization, and (g) require that the Distribution Organization be bonded in
an amount which bears a reasonable relationship to the composition and volume
of the Distribution Organization's business with the Company.
G. SUPERVISION OF AGENTS
1. The Distribution Organization will cause licensed General Agents and Agents
operating under the Distribution Organization's supervision:
a. who solicit applications for the Company's insurance policies and annuity
contracts to be legally qualified and licensed to sell such policies and
contracts in the applicable jurisdictions;
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b. to solicit applications for, and to deliver, the Company's insurance
policies and annuity contracts only in jurisdictions where such policies and
contracts have been approved for sale;
c. to make no representation concerning such policies and contracts except
such as may be contained in the sales literature and materials and advertising
furnished by the Company or previously approved in writing by an officer of the
Company; and
d. not to in any manner contact, enter into discussions with, or make any
representations to any state or federal regulatory authority or representatives
thereof in relation to the Company's policies and contracts or with respect to
the Company's authority to do business.
2. Notwithstanding any of the foregoing, the Distribution Organization will
not be precluded from responding to requests for information from regulatory
bodies or otherwise taking defensive action in any actual or threatened
proceeding.
3. The Distribution Organization shall be responsible to the Company for the
acts of the Distribution Organization's licensed General Agents and Agents
operating under the Distribution Organization's supervision and shall indemnify
and hold the Company harmless from any loss or expense on account of any act by
the Distribution Organization or any of the Distribution Organization's General
Agents and licensed Agents operating under the Distribution Organization's
supervision.
H. LITIGATION
1. The Distribution Organization shall not litigate any dispute between the
Distribution Organization and any other agent or representative of the Company,
or applicant to or policyholder in the Company, upon any matter relating to the
Business of the Company without the prior written consent of an authorized
officer of the Company. In the event of such litigation, the entire expense
and damages shall be borne by the Distribution Organization. If any legal
action is brought against either the Company or the Distribution Organization
or both jointly, by reason of any alleged act, fault or failure of the
Distribution Organization in connection with the Distribution Organization's
activities hereunder, the Company may require the Distribution Organization to
defend such action. However, at its sole option, the Company may defend any
such action and expend such sums, including attorney's fees, as may in the
Company's judgment be necessary. The Distribution Organization shall pay to
the Company on demand any amount which may be recovered against the Company in
any such action and any attorney's fees and other expenses which may have been
paid by the Company therein, except in those cases when the Distribution
Organization has not been at fault.
I. TERMINATION
1. The Agency relationship hereby established shall continue during the will
and pleasure of the parties to this Agreement and shall be subject to
termination at any time by the Distribution Organization, or by the Company,
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upon, at least thirty days prior written notice to the other party in advance
of the termination date. However, except for termination for cause or failure
to meet production and/or persistency minimums described in the Schedule of
Commissions and Allowances, the Distribution Organization shall continue to be
fully responsible for one year under the terms of this Agreement for appointed
General Agents and Agents which have been appointed prior to written notice by
the Company of termination. The Distribution Organization shall receive during
such one year period the compensation under this Agreement on new business
written by such General Agents and Agents. Upon the effective date of any
termination, the Company reserves the right at its discretion to appoint a
subsequent Distribution Organization to perform duties under this Agreement or
to have the General Agent report directly to the Company. Termination for
cause may be made effective immediately upon notice.
2. Any assignment or attempt at assignment of commissions or other
compensation made by the Distribution Organization for the benefit of the
Distribution Organization's creditors or the filing of any Petition in
Bankruptcy by or against the Distribution Organization whether voluntary or
involuntary shall, without notice, constitute cancellation and termination of
this Agreement and all of the Distribution Organization's rights under this
Agreement.
3. This Agreement may be terminated for cause if the Distribution Organization
or the Distribution Organization's licensed General Agents and Agents operating
under the Distribution Organization's supervision have wrongfully withheld any
funds, property or documents belonging to the Company; have misrepresented any
product or service offered by or through the Company; have failed to comply
with the terms of this Agreement or the Company's rules and regulations
currently in force or later brought to the Distribution Organization's
attention in any manner; or if the license of the Distribution Organization or
General Agent or Agent operating under the Distribution Organization's
supervision is revoked, suspended, or refused renewal by any regulatory agency
of any branch of the government.
4. Upon termination for cause, the Distribution Organization shall have no
further rights or privileges under this Agreement, and all monies including any
fees, or other compensation or first year or renewal commissions otherwise
payable under the terms of this Agreement shall be immediately forfeited.
5. In the event of the death of the Distribution Organization (excepting in
case the Distribution Organization is a partnership) such commissions as may
become due under this Agreement shall be payable to the estate of the
Distribution Organization. If the Distribution Organization is a partnership,
then upon death of any member, the Company shall continue to pay such
commissions as may become due under this Agreement to the partnership unless or
until notified to the contrary in writing by any party claiming an interest in
such commissions.
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6. Upon death of the Distribution Organization, the Company shall have the
option, exercisable at its sole discretion, to pay a single sum in lieu of
paying renewal commissions. The single sum to be paid shall be the value of
such renewal commissions after allowing for interest and for anticipated
terminations.
7. When, after termination of this Agreement, any payment to the Distribution
Organization hereunder fails to exceed a total of $500.00 in any calendar year,
the Company shall, after the end of such year, have the option, exercisable in
its sole discretion of purchasing from the Distribution Organization any
further commissions and other emoluments payable for their present value.
"Present Value" as here used means the value of such commissions and other
emoluments determined by the Company on the basis of accepted actuarial
practices.
J. GENERAL
1. The Distribution Organization and the Company agree to cooperate fully with
each other in any state or federal regulatory investigation or proceeding to
the extent that it relates to matters pertaining to this Agreement. Without
limiting the foregoing:
a. The Company will promptly notify the Distribution Organization of notice of
any regulatory investigation or proceeding received by the Company with respect
to the Distribution Organization or any of the Distribution Organization's
licensed General Agents or Agents operating under the Distribution
Organization's supervision.
b. The Distribution Organization will promptly notify the Company of notice of
any regulatory investigation or proceeding received by the Distribution
Organization with respect to the Distribution Organization, or any of the
Distribution Organization's licensed General Agents or Agents operating under
the Distribution Organization's supervision, or any policy or contract or
activity relating to this Agreement.
2. No assignment of this Agreement or of commissions or other payments
hereunder shall be valid without the written consent of the Company.
Any notice hereunder shall be given by telegraph or by mail, postage prepaid,
addressed as indicated below or to such other address as either party may later
designate in writing.
Nothing contained herein shall prevent or restrict:
a. the Distribution Organization from acting as agent and broker for other
insurance companies in any jurisdiction, or
b. the Company from appointing other agents and brokers either within or
outside the Territory to solicit applications for its life insurance policies
and annuity contracts.
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The non-enforcement or waiver of any provision of this Agreement by either
party hereto shall not imply the subsequent waiver of such provision, or any
simultaneous or subsequent waiver of any other provision hereof.
From and after the date hereof, this Agreement including any supplemental
amendments hereto shall constitute the entire Agreement between the parties and
supersedes any prior agreement or understanding between the company and the
Distribution Organization. No amendment, modification, deletion or waiver of
the terms hereof shall be effective unless it is in writing.
To the extent this Agreement may be in conflict with any applicable law or
regulation, this Agreement shall not be deemed to affect the validity or
legality of any other provision of this Agreement.
This Agreement may be executed in any number of counterparts, all of which
shall together constitute one and the same Agreement. This Agreement shall be
governed by the laws of Illinois.
IN WITNESS WHEREOF, the said Parties have caused this Agreement to be executed
by their respective officers hereunto duly authorized as of this _______ day of
____________ 19___.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
By___________________________________________Title_________________________
Address____________________________________________________________________
City_____________________________State_______________________Zip___________
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DISTRIBUTION ORGANIZATION
Name of Person or Firm
To Whom Commissions are Payable
---------------------------------------------------------------------------
(Please Print)
Social Security Number or Tax I.D. Number (circle one)
---------------------------------------------------------------------------
Address
---------------------------------------------------------------------------
City State Zip
---------------------------------------------------------------------------
Signature of Distribution Organization's
Principal Agent Title
---------------------------------------------------------------------------
Telephone ( )
---------------------------------------------------------------------------
PERSONAL GUARANTEE
(If Distribution Organization is a partnership, each partner must sign; if a
Corporation, the President and such other officers and directors as may be
required by the Company must sign.)
In consideration of the Company's designation of the above Distribution
Organization, the undersigned agree, jointly and severally, to personally
guarantee any and all indebtedness of the Distribution Organization to the
Company.
Signed this _____________________ day of __________________________, 19____.
____________________________________ ______________________________________
Witness Guarantor
____________________________________ ______________________________________
Witness Guarantor
____________________________________ ______________________________________
Witness Guarantor
