ITEM 26(C)(ii)(a)
SELECTED BROKER AGREEMENT
This Agreement, dated __________________________,20____, is made by and between
Transamerica Capital, Inc. ("Distributor"), a Pennsylvania corporation, Western
Reserve Life Assurance Co. of Ohio ("Company"), an Ohio corporation, and
______________________________________________________________ ("Broker"), a
__________________ corporation. This Agreement supersedes and replaces any prior
Selected Broker Agreement among the parties hereto.
WITNESSETH:
In consideration of the mutual promises contained herein, the parties
hereto agree as follows:
A. Definitions
(1) 1933 Act -- The Securities Act of 1933, as amended, and regulations
issued pursuant thereto.
(2) 1934 Act -- The Securities Exchange Act of 1934, as amended, and
regulations issued pursuant thereto.
(3) 1940 Act -- The Investment Company Act of 1940, as amended, and
regulations issued pursuant thereto.
(4) Accounts -- Separate accounts established and maintained by Company
pursuant to the laws of Ohio, as applicable.
(5) Contracts -- Private Contracts and/or Public Contracts, as the case
may be.
(6) Funds -- open-end management investment companies registered under the
1940 Act, shares of which are sold to Accounts in connection with the
sale of Contracts, as described in the appropriate Prospectus or
Private Placement Memorandum.
(7) NASD -- The National Association of Securities Dealers, Inc.
(8) Private Contracts -- Variable life insurance contracts and/or variable
annuity contracts not subject to, or exempt from registration under,
the 1933 Act and described in Schedule A attached hereto, issued by
Company and for which Distributor has been appointed the principal
underwriter pursuant to distribution agreements, copies of which have
been furnished to Broker.
(9) Private Placement Memorandum -- Offering memoranda, including
amendments or supplements thereto, that describe Private Contracts.
(10) Prospectus -- Prospectuses, including amendments or supplements
thereto, contained in a Registration Statement.
(11) Public Contracts -- Variable life insurance contracts and/or variable
annuity contracts required to be registered under the 1933 Act and
described in Schedule B attached hereto, issued by Company and for
which Distributor has been appointed the principal underwriter
pursuant to distribution agreements, copies of which have been
furnished to Broker.
(12) Registration Statement -- Registration statements, including
amendments thereto, relating to Contracts, Accounts and Funds,
including financial statements and all exhibits.
(13) SEC -- The Securities and Exchange Commission.
B. Agreements of Distributor
(1) Pursuant to the authority delegated to it by Company, Distributor
hereby authorizes Broker to solicit applications for Contracts from
eligible persons during the term of this Agreement, provided that:
(a) Broker has been notified by Distributor that Contracts are
qualified for sale, or exempt from such qualification, under all
applicable securities and insurance laws of the states or
jurisdictions in which applications will be solicited, and
(b) there is an effective Registration Statement relating to those
Contracts that are Public Contracts.
In connection with the solicitation of applications for Contracts,
Broker is hereby authorized to offer riders that are available with
Contracts in accordance with instructions furnished by Distributor or
Company.
(2) During the term of this Agreement, Distributor shall notify Broker of
any action or circumstance that may prevent the lawful sale of
Contracts in any state or jurisdiction, including the issuance by the
SEC of any stop order with respect to a Registration Statement or the
initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of Public
Contracts.
(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to a Registration Statement or any amendment or
supplement to any Prospectus or Private Placement Memorandum.
C. Agreements of Broker
(1) It is understood and agreed that Broker is a registered broker/dealer
under the 1934 Act and a member of the NASD and that the agents or
representatives of Broker who may solicit applications for Contracts
shall be duly registered representatives of Broker. If an agent or
representative ceases to be a registered representative of
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Broker, is disqualified from continued NASD registration, has his or
her registration suspended by the NASD or otherwise fails to comply
with the rules or meet the standards imposed by this Agreement or by
Broker, Broker shall immediately notify such agent or representative
and Distributor that such agent or representative is no longer
authorized to solicit applications for Contracts.
(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to make commercially reasonable efforts to find
purchasers for Contracts acceptable to Company, provided that Broker:
(a) shall only offer a Private Contract to a person who (i) meets the
definition of accredited investor under the 1933 Act, and (ii)
meets the definition of qualified purchaser under the 1940 Act,
if Accounts are not subject to registration under the 1940 Act
pursuant to Section 3(c)(7) thereof; and
(b) shall not solicit applications for Private Contracts in any
manner that constitutes a public offering or involves any form of
general solicitation or general advertising.
(3) In making commercially reasonable efforts to solicit applications for
Contracts, Broker shall engage in the following activities during the
term of this Agreement:
(a) Regularly utilize only training, sales and promotional materials
relating to Contracts which have been approved by Company.
(b) Establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or
representatives and submit periodic reports to Distributor as may
be requested on the results of such inspections and the
compliance with such procedures.
(c) Take reasonable steps to ensure that the various representatives
appointed by it shall not make recommendations to an applicant to
purchase a Contract in the absence of reasonable grounds to
believe that the purchase of the Contract is suitable for such
applicant. While not limited to the following, a determination of
suitability shall be based on information furnished to a
representative after reasonable inquiry of such applicant
concerning the applicant's insurance and investment objectives,
financial situation and needs, and, if applicable, the likelihood
that the applicant will make the premium payments contemplated by
the Contract.
(d) Adopt, abide by, and enforce the principles set forth in the
Principles and Code of Ethical Market Conduct of the Insurance
Marketplace Standards Association as adopted by Company and
provided to Broker with this Agreement.
(4) All payments for Contracts collected by agents or representatives of
Broker shall be held at all times in a fiduciary capacity and shall be
remitted promptly in full together with such applications, forms and
other required documentation to an office of Company designated by
Distributor. Checks or money orders in payment of initial premiums
shall be drawn to the order of "Western Reserve Life Assurance Co. of
Ohio." Broker acknowledges that Company retains the ultimate right to
control the sale of Contracts and that Distributor or Company shall
have the unconditional right to reject, in whole or part, any
application for a Contract. In the event Company or Distributor
rejects an application, Company shall immediately return all payments
directly to the purchaser and Broker shall be notified of such action.
In the event that any purchaser of a Contract elects to return such
Contract pursuant to the free look right, the purchaser shall receive
a refund of either premium payments or the value of the invested
portion of such premiums as set forth in the Contract and according to
applicable state law. Broker shall be notified of any such action.
(5) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or
any employees thereof as employees of Company or Distributor in
connection with solicitation of applications for Contracts. Broker,
its agents or representatives, and its employees shall not hold
themselves out to be employees of Company or Distributor in this
connection or in any dealings with the public.
(6) Broker agrees that any material, including material it develops,
approves or uses for sales, training, explanatory or other purposes in
connection with the solicitation of applications for Contracts
hereunder (other than generic advertising materials which do not make
specific reference to Company or Contracts) shall only be used after
receiving the written consent of Distributor to such material and,
where appropriate, the endorsement of Company to be obtained by
Distributor. All materials shall be subject to periodic review after
initial approval to ensure compliance with applicable law,
regulations, and Company policies. No representation in connection
with the sale or solicitation for sale of the Contracts, other than
those contained in the currently effective Prospectus, Private
Placement Memorandum, or in the approved materials for each Contract,
shall be made by Broker. Broker assumes full responsibility for all
materials not prepared or approved by Distributor and all such
materials will be deemed to be Broker's materials. Unless otherwise
agreed by the parties it shall be Broker's responsibility to file and
obtain NASD approval of any materials prepared by Broker.
(7) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable Company procedures and ethical
principles and applicable laws and regulations. No agent or
representative of Broker shall solicit applications for Contracts
until duly licensed and appointed by Company (such appointment not to
be unreasonably withheld by Company) as a life insurance and variable
contract broker or agent of Company in the appropriate states or other
jurisdictions. Broker shall ensure that such agents or representatives
fulfill any
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training requirements necessary to be licensed and that such agents or
representatives are properly supervised and controlled pursuant to the
rules and regulations of the SEC and the NASD. Broker shall certify
agents' and representatives' qualifications to the satisfaction of
Distributor. Broker will provide Distributor with a General
Recommendation of Agents substantially in the form attached hereto as
Exhibit "A" which will apply to all agents or subagents proposed to be
licensed and/or appointed by the Company. Any documentation regarding
the background investigation of agents conducted by Broker prior to
appointment shall be made available as required upon valid request by
any regulatory authority during the period the agent is appointed with
the Company. Broker shall provide, from time to time as requested by
Distributor, copies of insurance licenses for all states in which
Broker holds the licenses and/or insurance licenses for any states in
which Broker's affiliated insurance agency holds the licenses. Broker
understands and acknowledges that neither it nor its agents or
representatives is authorized by Distributor or Company to give any
information or make any representation in connection with this
Agreement or the offering of Contracts other than those contained in
the Prospectus or Private Placement Memorandum, as the case may be, or
other solicitation material authorized in writing by Distributor or
Company.
(8) Broker shall not have authority on behalf of Distributor or Company
to: make, alter or discharge any Contract or other form; waive any
forfeiture, extend the time of paying any premium; receive any monies
or premiums due, or to become due, to Company, except as set forth in
Section C(4) of this Agreement. Broker shall not expend, nor contract
for the expenditure of the funds of Distributor, nor shall Broker
possess or exercise any authority on behalf of Distributor by this
Agreement.
(9) Broker shall have the responsibility for maintaining the records of
its representatives who are licensed, registered and otherwise
qualified to sell Contracts. Broker shall maintain such other records
as are required of it by applicable laws and regulations. The books,
accounts and records of Company, Accounts, Distributor and Broker
relating to the sale of Contracts shall be maintained so as to clearly
and accurately disclose the nature and details of the transactions.
All records maintained by Broker in connection with this Agreement
shall be the property of Company and shall be returned to Company upon
termination of this Agreement, free from any claims or retention of
rights by Broker. Nothing in this Section C(9) shall be interpreted to
prevent Broker from retaining copies of any such records relating to
contract owner transactions which Broker is required to maintain in
order to comply with applicable federal, NASD, and state regulation.
Broker shall keep confidential any information obtained pursuant to
this Agreement and shall disclose such information only if Company has
authorized such disclosure or if such disclosure is expressly required
by any regulatory authority or court of competent jurisdiction. Broker
acknowledges that information regarding Contracts is proprietary
information and that in connection with the offer and sale of
Contracts, Broker may be required to execute confidentiality
agreements with third parties. Broker acknowledges and agrees that
monetary damages would not be a sufficient or adequate remedy for
breach of the confidentiality provisions of this Section C(9) and that
Company or Distributor shall be entitled to specific performance or
injunctive relief, in addition to any other legal or equitable remedy
which may be available. The confidentiality provisions of this Section
C(9) shall survive the termination of this Agreement.
D. Compensation
(1) Pursuant to the appropriate distribution agreement between Distributor
and Company, Distributor shall cause Company to arrange for the
payment of compensation for the sale of each Contract sold by an agent
or representative of Broker in accordance with Company's agreement
with the agent or representative, as the case may be. Such amounts
shall be paid to Broker, or if state insurance law requires, to an
affiliated insurance agency, provided, that with respect to payments
to an affiliated insurance agency, Broker:
(a) has obtained a letter from the SEC staff to the effect that the
staff will not recommend enforcement action if the affiliated
insurance agency is not registered as a broker-dealer with the
SEC; or
(b) has obtained from counsel an opinion, which shall be provided to
Distributor, that (i) Broker is entitled to rely on a no-action
letter issued by the SEC staff, a copy of which shall be provided
to Distributor, which granted no action relief to a broker-dealer
with respect to the distribution activities of the
broker-dealer's affiliated insurance agency when the insurance
agency was not registered as a broker-dealer with the SEC, and
(ii) such no-action letter has not been rescinded or modified.
All terms and conditions of Company's agreement with the agent or
representative, as the case may be, shall be incorporated by reference
herein to the extent such terms and conditions do not conflict with
this Agreement. Company shall identify to Broker with each such
payment the name of the agent or representative of Broker who
solicited each Contract covered by the payment.
(2) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any premium it may receive for
purposes of payment of commission or otherwise. Neither Broker nor any
of its agents or representatives shall have an interest in any
compensation paid by Company to Distributor, now or hereafter, in
connection with the sale of Contracts hereunder.
E. Complaints and Investigations
(1) The parties agree to cooperate fully in any insurance or securities
regulatory investigation or proceeding or judicial proceeding arising
in connection with Contracts marketed under this Agreement. Each
party, upon
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receipt, shall notify the other parties of any customer complaint or
notice of any regulatory investigation or proceeding or judicial
proceeding in connection with Contracts. The parties further agree to
cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to the parties and
their respective affiliates, agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts
marketed under this Agreement. Each party shall furnish applicable
federal and state regulatory authorities with any information or
reports in connection with its services under this Agreement which
such authorities may request in order to ascertain whether operations
are being conducted in a manner consistent with any applicable law or
regulation. Each party shall bear its own costs and expenses of
complying with any regulatory requests, subject to any right of
indemnification that may be available pursuant to Section G of this
Agreement.
(2) Broker shall report promptly in writing to Distributor all customer
complaints relating to offers and sales of Contracts or made by or on
behalf of owners of Contracts, whether written or oral, and shall
assist Distributor and Company in resolving those complaints to the
satisfaction of all parties.
(3) Each party hereto shall have the right, during normal business hours
and upon ten (10) days prior written notice, to inspect and audit the
books and records of the other party relating solely to the business
contemplated by this Agreement, including files, letters, material,
and other documents relating in any way to such business. Such books
and records shall be maintained in accordance with prudent standards
of insurance and securities recordkeeping for the term of this
Agreement and for the five-year period following the termination of
this Agreement or longer if required by applicable Federal or state
law or regulation.
F. Term of Agreement
(1) This Agreement shall continue in force for one year from its effective
date and thereafter shall automatically be renewed every year for a
further one year period; provided that any party may unilaterally
terminate this Agreement upon thirty (30) days' written notice to the
other parties of its intention to do so. This Agreement shall
automatically terminate without notice upon:
(a) the bankruptcy or dissolution of Broker;
(b) any fraud or gross negligence by Broker in the performance of any
duties imposed by this Agreement or if Broker wrongfully
withholds or misappropriates, for Broker's own use, funds of
Company, its policyholders or applicants;
(c) any material breaches by Broker of this Agreement;
(d) any material violation of any applicable state or federal law
and/or administrative regulation in a jurisdiction where Broker
transacts business; or
(e) any failure of Broker to maintain a necessary license in any
jurisdiction, but only as to that jurisdiction and only until
Broker reinstates its license in such jurisdiction.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except:
(a) the agreements contained in Sections C(9) and E hereof;
(b) the indemnity set forth in Section G hereof; and
(c) the obligations to settle accounts hereunder, including
commission payments on premiums subsequently received for
Contracts in effect at the time of termination or issued pursuant
to applications received by Broker prior to termination.
(3) Distributor and Company reserve the right, without notice to Broker,
to suspend, withdraw or modify the offering of Contracts or to change
the conditions of their offering.
G. Indemnity
(1) Broker shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement.
(2) Distributor agrees to indemnify and hold harmless Broker and each
officer or director of Broker against any losses, claims, damages or
liabilities, joint or several, to which Broker or such officer or
director may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any allegedly untrue statement, or
alleged omission, of a material fact, when it would be necessary to
include a true statement of such fact in a Registration Statement, a
Prospectus or a Private Placement Memorandum, as the case may be, or
in any sales literature provided by Company or by Distributor in order
to make the statements contained therein not misleading.
(3) Broker agrees to indemnify and hold harmless Company and Distributor
and each of their current and former directors and officers and each
person, if any, who controls or has controlled Company or Distributor
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities, joint or several, to which
Company or Distributor or such director or officer or controlling
person may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any:
(a) breach by Broker of any representation, warranty, covenant or
agreement contained in this Agreement;
(b) negligent act or omission or willful misconduct by Broker or any
of its agents, employees, representatives or affiliates with
respect to this Agreement;
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(c) failure by Broker or any of its agents, employees, or affiliates
to comply with applicable law;
(d) unauthorized use of sales material or any verbal or written
misrepresentations or any unlawful sales practice concerning
Contracts by Broker, agents, employees, representatives or
affiliates; or
(e) claim by any agent, representative or employee of Broker for
commissions, service fees, development allowances or other
compensation or remuneration of any type;
(f) failure of Broker, its officers, employees, or agents to comply
with the provisions of this Agreement;
and Broker shall reimburse Company and Distributor and any director,
officer or controlling person of either for any legal or other
expenses reasonably incurred by Company, Distributor, or such
director, officer or controlling person in connection with
investigating or defending against any such losses, claims, damages or
liabilities or actions. This indemnity agreement shall be in addition
to any liability which Broker may otherwise have.
(4) Any request for indemnification against a party (the "Indemnitor")
arising out of a claim from a third party must be made in writing
within a reasonable time after notice of a claim or receipt of a claim
from a third party ("Claim") has been received by the party seeking
indemnification (the "Indemnitee"). At any time after such request,
Indemnitor may deliver to the Indemnitee its written acknowledgment
that Indemnitee is entitled to indemnification. The Indemnitor shall
thereafter be entitled to assume the defense of the Claim and shall
bear all expenses associated therewith, including without limitation,
payment on a current basis of all previous expenses incurred by the
Indemnitee in relation to the Claim from the date the Claim was
brought. Until such time as Indemnitee receives notice of an
Indemnitor's election to assume the defense of any Claim, Indemnitee
may defend itself against the Claim and may hire counsel and other
experts of its choice and Indemnitor shall be liable for payment of
counsel and other expert fees on a current basis as the same are
billed. Indemnitor and Indemnitee shall cooperate with one another in
the defense of any such Claim and if either party becomes aware of any
significant developments, it shall notify the other party as soon as
practical.
(5) The provisions of this Section shall survive the termination of this
Agreement.
H. Abusive Trading
Company reserves the right to terminate this Agreement immediately
without advance notice if Company, in its reasonable discretion,
determines that any of Broker's customers are engaging in abusive
trading activities (that is, programmed, large or frequent transfers)
with respect to any portfolios of the Contracts or that Broker, is
providing advice or assistance to any persons to engage in such
abusive trading activities. Company reserves the right to reject any
purchase orders submitted by any parties whom (or whose customers)
Company determined to be engaging in abusive trading activity. In
addition to the indemnification provided in Section G of this
Agreement, and any other liability Broker may have, Broker will be
liable to the Company and each portfolio affected by such abusive
trading activity for any damages or losses, actual or consequential,
sustained by them as a result of such abusive trading activity.
I. Assignability
This Agreement shall not be assigned by any party without the written
consent of the other parties.
J. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio without regard to its law concerning
conflicts of law.
K. Notices
All communications under the Agreement shall be in writing and shall
be deemed delivered on the third business day after being mailed by
certified mail, postage prepaid. Alternatively, communications shall
be deemed delivered on the first business day after being transmitted
timely, delivery charges prepaid, to a third party company or
governmental entity providing delivery services in the ordinary course
of business, which guarantees delivery to the other party on the next
business day. Notices shall be sent to the following addresses unless
and until the addressee notifies the other party of a change in
address according to the terms of this Section:
If to Broker, to: if to Distributor or Company, to:
_____________________________________ Western Reserve Life Assurance Co.
Company of Ohio
0000 Xxxxxxxx Xxxx XX
_____________________________________ Xxxxx Xxxxxx, Xxxx 00000
Street address Attn: Counsel
Telephone: (000) 000-0000
_____________________________________ Telecopy: (000) 000-0000
City, State, Zip
_____________________________________
Attention
_____________________________________
Telephone
_____________________________________
Telecopy
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L. Arbitration
Any disagreement, dispute, claim or controversy solely between Broker
and Distributor arising out of or relating to this Agreement shall be
subject to mandatory arbitration under the auspices, rules and bylaws
of the NASD, to the full extent applicable and as may be amended from
time to time.
M. Privacy
The parties each acknowledge that certain information made available to the
other parties hereunder may be deemed nonpublic personal information under
the Xxxxx-Xxxxx-Xxxxxx Act, other federal or state privacy laws (as
amended) and the rules and the regulations promulgated thereunder
(collectively, the "Privacy Laws"). The parties hereby agree (i) not to
disclose or use such information except as required to carry out their
respective duties under this Agreement or as otherwise permitted by law in
their ordinary course of business, (ii) to establish and maintain
procedures reasonably designed to assure the security and privacy of all
such information and (iii) to cooperate with each other and provide
reasonable assistance in ensuring compliance with such Privacy Laws to the
extent applicable to the parties.
N. Anti-Money Laundering Requirements and Economic Sanctions Programs
The parties agree to comply with the regulations pursuant to USA Patriot
Act and the rules promulgated thereunder, as outlined by their Self
Regulatory Organizations.
O. General Provisions
(1) This Agreement including each Schedule, Exhibit, and Addendum to this
Agreement, contains the entire understanding and agreement among the
parties with respect to its subject matter and with respect to sales
of the Contracts, and supersedes all prior and contemporaneous
discussions, agreements, and understandings. Broker and Company hereby
acknowledge that they have not relied upon any representation other
than the representations expressly contained within this Agreement.
(2) Nothing in this Agreement, nor any acts of the parties hereto, shall
be deemed or construed by the parties hereto, or any of them, or any
third party, to create the relationship of employer and employee, or a
partnership or joint venture, or except to the extent expressly
provided herein, principal and agent, between Company and Broker.
(3) A waiver by any party of the breach of any provision of this Agreement
by another party shall not operate or be construed as a waiver of any
other or subsequent breach by any party.
(4) For purposes of this Agreement, a document (or signature page thereto)
signed and transmitted by facsimile machine or telecopier is to be
treated as an original document.
(5) This Agreement may be executed by the parties hereto on any number of
separate counterparts, and all such counterparts so executed
constitute one agreement binding on all parties hereto.
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In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
----------------------------------------
(Broker)
By:
------------------------------------
Title:
---------------------------------
TRANSAMERICA CAPITAL, INC.
(Distributor)
By:
------------------------------------
Title:
---------------------------------
WESTERN RESERVE LIFE ASSURANCE CO. OF
OHIO
(Company)
By:
------------------------------------
Title:
---------------------------------
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
Broker hereby certifies to the Distributor and Company that all the following
requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of the Company
submitted by Broker. Broker will, upon request, forward proof of compliance with
same to the Company in a timely manner.
1. We have made a reasonable investigation of each applicant's identity,
residence and business reputation and declare that each applicant is personally
known to us, and based on this review we believe each applicant has a good
business reputation and is worthy of a license.
2. We have on file a U-4 form which was completed (and has been amended, as
required) 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, including but not limited to: (i)
checking for and investigating criminal arrest and conviction records available
to Broker on the CRD system; and (ii) communicating with each employer of the
applicant for 3 years prior to the applicant's registration with our firm. 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 and all the findings of
all investigative information is favorable.
At the time of application, in those states required by the Company, we shall
provide the Company with a copy of the entire U-4 form, or designated pages,
thereof, completed by each applicant, including any amendments or updates
thereto, and we certify those items are true copies of the original.
3. We certify that all educational requirements have been met for the
specified state each applicant is requesting a license in, and that all such
persons have fulfilled the appropriate examination, education and training
requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a license, we
certify that those items forwarded to the Company are those of the applicant and
the securities registration is a true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with
the Company in order to place insurance chiefly and solely on his life or
property, or lives or property of his relatives, or property or liability of his
associates.
6. We will not permit any applicant to transact insurance in a state as an
agent until duly licensed and appointed therefor with the appropriate State
Insurance Department. No applicants have been given a contract or furnished
supplies, nor have any applicants been permitted to write, solicit business, or
act as an agent in any capacity, and they will not be so permitted until the
certificate of authority or license applied for is received.
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SCHEDULE A
PRIVATE CONTRACTS
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SCHEDULE B
PUBLIC CONTRACTS
This Schedule shall be deemed an integral part of the above referenced Agreement
and shall supersede and control any portions of that Agreement which conflict
with the provisions hereof. All other provisions of the Agreement remain in full
force and effect.
Western Reserve Life Assurance Co. of Ohio ("Company") and Transamerica Capital,
Inc. ("Distributor") authorize _______________ ("Broker") to offer and solicit
for sale the following securities product through persons who are registered
with the NASD and in accordance with the appropriate state insurance licensing
requirements. Such persons, where required, have authorized Broker to receive
such commissions.
Name: Form Number:
ADVANTAGE IV WL694 136 82 598
A variable adjustable life insurance policy (may vary by state)
FIRST POLICY YEAR COMMISSION: Commission on premium payments up to target
premium is 20%; commission on premium payments in excess of target premium is
3.2%.
RENEWAL COMMISSION: Renewal commission on premium payments up to target premium
is 10% in policy years two through four, 3.2% in years five though seven, and
2.4% in all subsequent policy years. Renewal commission on premium payments in
excess of target premium is 3.2% in years one through seven and 2.4% in all
subsequent policy years. Renewal commission will be paid within 30 days after
receipt of premium. The Company will not be obligated to pay such renewal
commissions if they are prohibited or exceed limits imposed by law or
regulation.
ASSET-BASED TRAIL COMMISSION: After the first policy year an asset-based trail
commission will be paid on the unloaned cash value. After the first policy year
an asset-based trail commission of 0.10% will be paid on the unloaned policy
value calculated at the end of the previous policy year. The asset-based trail
commission will be paid within 30 days after the close of the policy year. The
Company will not be obligated to pay such asset-based trail commissions if they
are prohibited or exceed limits imposed by law or regulation.
CHARGEBACKS: For a surrender or lapse in policy years one through four,
commissions will be charged back 100% if in policy year one, 75% if in policy
year two, 50% if in policy year three and 25% if in policy year four. In the
event of a surrender or lapse in any subsequent year or death, there will be no
chargeback. The obligation to pay Company chargebacks shall survive the
termination or expiration of the Appointment Agreement, or other agreement, for
any reason.
Commissions will not be paid on funds transferred between Advantage IV fund
accounts or when a premium comes from other Western Reserve Life Assurance Co.
of Ohio annuity and life insurance policies or other subsidiary insurance
companies of AEGON USA, Inc.
Page 10 of 10
