Exhibit 1(c)(iv)
SPECIMEN
REGISTERED REPRESENTATIVE'S AGREEMENT
OF
CHUBB SECURITIES CORPORATION
[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]
Chubb Securities Corporation
Xxx Xxxxxxx Xxxxx, XX Xxx 0000
Xxxxxxx, Xxx Xxxxxxxxx 00000
(000) 000-0000
SALES REPRESENTATIVE'S
AGREEMENT
This AGREEMENT is made by and between CHUBB SECURITIES CORPORATION, a
corporation organized and existing under the laws of the State of New Hampshire
with its principal place of business in Concord, New Hampshire (hereinafter
called the Company) and
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of (hereinafter called the Sales
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Representative).
In consideration of the premises and the mutual agreements herein made, it is
agreed as follows:
Effective Date
The agreement shall be effective as of
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19 .
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Territory
It is agreed that the Sales Representative will represent the Company in the
State(s) of and any other state in which the Sales
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Representative becomes registered hereafter.
Terms
1. The Company, subject to the terms and conditions contained herein, hereby
authorizes the Sales Representative, as an independent contractor, to represent
it in the sale of securities for which the Company may now or hereafter act as
principal, dealer, wholesaler or underwriter. The Sales Representative shall at
all times act in strict compliance with the state and federal securities laws,
including but not limited to the Federal Securities Act of 1933, as amended, and
with the rules and regulations of the National Association of Securities
Dealers, Inc.
2. The Company reserves the right to accept or reject any or all business
submitted to it by the Sales Representative. In all cases in which the question
of credit for business, confirmation of orders, or compensation is not
definitely stipulated herein, the decision of the Company shall be final.
3. The Sales Representatives agrees to use his/her best efforts on behalf of the
Company while so representing it, and will not engage in any employment by, or
representation of, any issuer of or dealer in securities other than those
offered by the Company without the written consent of the Company. The Sales
Representative agrees to promptly report and remit to the Company all checks,
drafts or funds of any kind received from customers without commingling same
with the Sales Representative's own funds and, in the event of failure to do so,
all rights hereunder, including all accrued and accruing commissions, shall
immediately terminate. If and when requested by the Company, the Sales
Representative shall furnish a surety bond satisfactory to the Company. This
Agreement shall be immediately and automatically cancelled upon cancellation of
coverage by the surety under said bond.
4. The Sales Representative shall be free to exercise his/her own judgment as to
whom to solicit and the time, place and manner of solicitation, subject to the
vesting provisions of this Agreement. The Sales Representative shall pay all
expenses in connection with conducting business as a Sales Representative and
shall comply with all federal and state laws, ordinances and regulations
relating thereto. The Sales Representative shall make no solicitation for any
securities until he/she have been duly registered under the applicable state and
federal laws, and until any license or permit required by law have been
obtained, and unless such registration is then in effect.
5. The Sales Representative agrees that, in connection with all solicitations,
he/she will not take or recommend any action which they may have reason to
believe is not in the best interest of each client or customer. The Sales
Representative agrees not to make any untrue statement or misrepresentations, or
omit any material facts concerning the securities involved, and will also comply
in all respects with the Rules of Fair Practice, and other applicable rules of
the National Association of Securities Dealers, Inc. and all applicable federal
and state laws.
6. The Sales Representative hereby assigns to the Company any and all
commissions or other monies owed to the Sales Representative or which hereafter
accrue to the Sales Representative under any contracts he/she may have with the
Chubb Life Insurance Company of America or any subsidiary or affiliate thereof,
as security for the repayment of any loan or extensions of credit made to the
customers of
Form 3-0825 Ed. 12/89 Page 1
the Sales Representative at the Representative's request by the Company or for
any losses incurred by the Company in such transaction. The Sales Representative
hereby authorizes Chubb Life Insurance Company of America, or applicable
subsidiary or affiliate, upon receipt of written demand by the Company, to pay
such monies to the Company to the extent of the Company's interest therein.
7. The Sales Representative shall be entitled to commissions with respect to all
sales the Sales Representative shall make in accordance with the Commission
Schedules issued from time to time by the Company and incorporated by reference
herein. Any commission will be paid by the Company to the Sales Representative's
District Manager, who will then pay the commission over to the Sales
Representative, unless the District Manager specifies in writing to the Company
that commissions shall be paid directly to the Sales Representative or as
otherwise required by law. All commissions are payable subject to receipt of
full payment for the securities sold and the Sales Representative hereby
expressly waives all rights to such earned commissions or other payments until
such time as the Company is in actual receipt of the concession due in respect
to such sale. Payments, if any, made to the Sales Representative or for the
Sales Representative's account in excess of commissions earned by the Sales
Representative in accordance with said Commission Schedules as amended or
supplemented shall be deemed advances against future commissions and the amount
of any such excess shall be refunded to the Company in the event of termination
of this Agreement, to the extent that such commissions have not been earned
prior to such termination. Any indebtedness from the Sales Representative to
the Company shall be a first lien upon any amount due the Sales Representative
hereunder.
8. If the Sales Representative's license with the National Association of
Securities Dealers, Inc. is terminated as a result of retirement, after
attaining the age of 55, or as a result of sustaining a total and permanent
disability, and if the Sales Representative agrees in the case of such
retirement or disability to the continuance of this Agreement and executes a
form agreeing not to solicit any new securities business or attempt to obtain
licensing with the National Association of Securities Dealers, Inc. through any
other entity, or if this Agreement is terminated as a result of the death of the
Sales Representative then, in any such case, the Company will continue to pay to
the Sales Representative, successors or assigns, all commissions totalling in
excess of $100 per annum, on business which was personally produced by the Sales
Representative, which would otherwise be due the Sales Representative under the
applicable Commissions Schedules, on all accounts which continue to be credited
to the Sales Representative as personal production pursuant to the New Customer
Account forms executed under this Agreement prior to such termination or death
and not resulting from any solicitation after termination, for a period not to
exceed five (5) years from the date of such termination or death. All vested
payments, as detailed above, shall relate solely to business of the Sales
Representative which remains credited to the Sales Representative pursuant to
New Customer Account forms executed prior to such termination or death and which
remain in force during the term of such vesting. The Company reserves the right
not to pay any commissions after termination if the Sales Representative refuses
to execute written acknowledgment of the continuance of this Agreement, or if
the Company receives proof of further securities solicitation or licensing with
the National Association of Securities Dealers, Inc. by the former Sales
Representative.
If this Agreement is terminated for any reason other than death, retirement or
permanent and total disability, then no commissions or other compensation shall
be paid; provided, however, that if this Agreement is terminated for any reason
other than the National Association of Securities Dealers, Inc.
disqualification, then commissions will continue to be paid in accordance with
the Supplemental Commission Schedule (or any replacement thereof) on all premium
payments received by the Company on variable life insurance products.
The Company will not pay commissions to any Sales Representative who is
disqualified from association with any member of the National Association of
Securities Dealers, Inc. because of revocation, expulsion, suspension, or any
other reason, nor will the Company pay commissions in violation of any
applicable laws or regulations.
9. The Company will, each month, furnish to the Sales Representative a statement
of the Sales Representative's account showing all earnings and payments made to
his/her account and the balance due from the Company and the amount of any
indebtedness due from the Sales Representative to the Company. The Sales
Representative agrees to notify the Company, in writing, within 30 days, of any
discrepancy or disagreement with such statement in any respect, and in the
absence of such notice, the statement shall be conclusively presumed to be
correct unless the parties mutually agree to an adjustment in writing.
10. The Company may offset against any commissions or other monies accruing to
the account of the Sales Representative any debts, liabilities, or other
obligations of the Sales Representative due to the Company or any affiliate of
the Company. The Company may also in its sole discretion offset against any
commissions or other monies accruing to the account of the Sales Representative
any debts or liabilities of the Sales Representative due to his/her District
Manager.
11. Should the Sales Representative transfer to a new District Manager's agency,
any override commissions shall then be paid to the new District Manager. Should
the Sales Representative become a District Manager, the Sales Representative
shall then be entitled to both commissions and override commissions due under
the terms of this Agreement and the District Manager's Agreement.
12. The Sales Representative shall obtain and maintain for the term of this
Agreement errors and omissions insurance satisfactory to the Company, and shall
provide proof of such coverage to the Company.
13. With respect to any concession which the Company may receive as a
residual concession at the termination of a direct participation program, it
being understood that any such residual concession to the Company is contingent
in nature and there is no guarantee that the Company will ever actually receive
such payment, the Company will, upon receipt of such residual concession, pay
out a commission to the Sales Representative in accordance with the vesting
schedule as follows: (i) If the Sales Representative has been under agreement
with the Company for no less than one nor more than five years, then he/she
shall be vested to receive any residual concession three years or more after the
program sale is made;
(ii) If the Sales Representative has been under agreement with the Company for
no less than six nor more than ten years, he/she shall be vested to receive any
residual concession two years or more after the program sale is made; and
(iii) If the Sales Representative has been under agreement with the Company for
more than ten years, then he/she shall be vested to receive any residual
concession one year or more after the program sale is made;
provided, however, that the Sales Representative must continue to be under
agreement with the Company for the number of years set forth in applicable
portion of the above vesting schedule after a program sale is made. If the Sales
Representative does not remain under agreement for the applicable number of
years after a program sale is made, then no residual concession shall be paid.
The amount of the residual concession commission paid shall be as set forth in
the Commission Schedule in effect at the time of the payment.
Payment of a commission to the Sales Representative out of any residual
concessions received by the Company will be considered as any other commission
and all provisions of this Agreement which relate to commissions will also apply
to these commissions, specifically including but not limited to the terms of
paragraphs 8 and 9.
14. This Agreement may be terminated at any time by either party upon thirty
(30) days written notice to the other, and may be terminated immediately by the
Company for cause. Notice of such termination shall be deemed to be given on the
day mailed or delivered. If mailed to the Company, it shall be addressed to the
principal office of the Company at Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx and
if mailed to the Representative shall be addressed to their last known address
as shown on the records of the Company. If this Agreement is terminated for any
reason other than those set forth in Paragraph 8, above, then pay commissions
generated by the Sales Representative and not paid prior to the termination date
shall be paid to the Sales Representative's District Manager.
15. This Agreement is made in the State of New Hampshire and all questions
concerning its validity, construction or otherwise shall be determined under the
laws of New Hampshire.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate
as of the date first written below.
CHUBB Securities Corporation District Manager
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by: Date:
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Date: Sales Representative:
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Date:
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[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]
Chubb Securities Corporation
Xxx Xxxxxxx Xxxxx, X0 Xxx 0000
Xxxxxxx, Xxx Xxxxxxxxx 00000
(000) 000-0000
CHUBB SECURITIES CORPORATION
COMMISSION SCHEDULE
This Commission Schedule is a part of the Sales Representative Agreement entered
into by the Sales Representative and the Company and is incorporated by
reference therein.
Commissions on sales made and concession received by the Company will be paid in
accordance with the Agreement and the following schedule:
% of dealer concession for: (40% unless otherwise indicated and not to
----- exceed percentage paid to District Manager)
1. Mutual Fund Cash Sales.
2. Variable or Fixed Annuity and Mutual Fund Contractual Sales on first year
and subsequent payments.
3. Private Placements - as received for all staged-in payments. For the
purposes of computing commissions on private placements, the Company shall
retain one-third of any marketing or due diligence expense allowance (or
other terminology generally accepted to mean such a concept) paid on a per
unit basis in excess of 9%, and will pay commissions out of the balance.
4. General Securities Sales of any other type based on 80% of the dealer
concession generated from the general securities transactions, net of
ticket and administrative charges.
5. Public Limited Partnerships, Unit Investment Trusts.
Any other securities made available through the Company's facilities - in
accordance with Supplemental Commission Schedules.
This Commission Schedule rescinds and replaces all prior commission schedules
issued by the Company as of its effective date and will continue in effect until
such time as a new Schedule of Commissions may be established by the Company.
District/Branch Manager Name
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Signature
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Sales Representative Name
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Signature
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Date
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